Touchwood Entertainment Ltd

Dear Shareholders,

The Directors of your Company take pleasure in presenting its 27* Annual Report on the business and operations of the Company together with financial statements for the financial year ended the 31^st March, 2024.

OPERATIONS- FINANCIALS

The summarized standalone and Consolidated financial results of the Company for the financial year ended the 31^st March, 2024 as compared to the previous year are as under:

(Rs. in Lakhs)

FINANCIAL PERFORMANCE

Highlights ofthe Standalone Results:

? Revenue from operations for the year ended 31st March, 2024, was Rs. 3,271.73 lakhs, compared to Rs. 3,605.73 lakhs in the previous financial year, reflecting a decrease of 90.26%.

? PAT for the year ended 31st March, 2024, was Rs. 362.18 lakhs, compared to Rs. 299.38 lakhs in the previous financial year, indicating an increase of 120.98%.

Highlights ofthe Consolidated Results:

? Revenue from operations for the year ended 31st March, 2024, was Rs. 3,324.67 lakhs, compared to Rs. 3,670.94 lakhs in the previous financial year, reflecting an increase of 90.43%.

? EBITDA (including other income) for the year ended 31st March, 2024, was Rs. 503.75 lakhs, compared to Rs. 372.60 lakhs in the previous financial year, showing an increase of 135.20%.

? PAT for the year ended 31st March, 2024, was Rs. 323.39 lakhs, compared to Rs. 243.77 lakhs in the previous financial year, indicating an mcrease of 132.66%.

INDUSTRY UFDATE

The events industry market encompasses the planning, organization, and management of a diverse array of events. This sector includes wide range of events such as conferences, trade shows, exhibitions, corporate meetings, weddings, music concerts, sports events, festivals, and more. Over the past several years, the events industry is growing for the last several years, industry has experienced significant growth, driven by society's increasing desire to cel?brate both small and large occasions.

The global events industry is expected to experience significant growth by 2032, driven primarily by increasing govemment and corporate sponsorship. With a projected CAGR of 11.06%, the market size is expected to increase from USD 936.14 (2023) Billion to USD 1.76 Trillion (2029).

Similarly, the Indian Event and Exhibition Market is anticipated to expand from USD 4.75 billion in 2023 to USD 8.71 b?lion by 2028, reflecting a CAGR of 12.90% during the forecast period (2023-2028).

STATE OF COMPANY'S AFFAIRS

Detailed discussion on the state of affairs of the Company has been covered as part of the Management Discussion and Analysis Report (MDAR).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a sep?rate section, forming part of the Annual Report.

DIVIDEND

The Board in its meeting held on 21^st May, 2024, recommended a final dividend of Rs. 0.40/- per equity share for the Financial Year ended on 31^st March, 2024, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

TRANSFER TO RESERVES

The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year under review.

STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), applicable provisions of the Companies Act, 2013 ("Act") read with the rules issued thereunder and Iridian Accounting Standard (Ind AS)-110 on Consolidated Financial Statements, the Audited Consolidated Financial Statement for the Financial Year ended 31^st March, 2024 is provided in the Annual Report.

During the year, the Board of Directors reviewed the affairs of the subsidiaries in accordance with Section 129(3) of the Companies Act, 2013.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 20,00,00,000 divided into 2,00,00,000 Equity Shares of Rs. 10/- (Rupees Ten only) each. The Paid-up Capital of the Company is Rs. 11,08,12,450 divided into 11,081,245 Equity Shares of Rs. 10/- each.

• During the year under review, the Board of Directors of the Company at their meeting held on 8* August, 2023,

allotted the first tranche of 5,30,000 Equity Shares of face valu? of Rs. 10/- each upon conversi?n for equal number of Warrants at an issue price of Rs. 102 each (Rupees One Hundred and Two only) upon receipt of balance amount at the rate of Rs. 76.50 (Rupees Seventy-Six and Fifty Paise Only) per warrant (being 75% of the issue price per warrant as "Warrant Exercise Price") aggregating to Rs. 4,05,45,000/- (Rupees Four Crore Five Lakhs and Forty-Five Thousand only).

• Further, The Board of Directors at their meeting held on l^st September, 2023, allotted the second tranche of 3,70,000 Equity Shares of face valu? of Rs. 10/- each upon conversi?n for equal number of Warrants at an issue price of Rs. 102 each (Rupees One Hundred and Two only) upon receipt of balance amount at the rate of Rs. 76.50 (Rupees Seventy-Six and Fifty Paise Only) per warrant (being 75% of the issue price per warrant as "Warrant Exercise Price") aggregating to Rs. 2,83,05,000/- (Rupees Two Crore Eighty-Three Lakhs and Five Thousand only).

Consequently, the issued and paid-up capital of the Company stands increased to Rs. 11,08,12,450 consisting of 1,10,81,245 equity shares of Rs. 10/- each.

DETAILS OF SUBSIDIARY / TOINT VENTURE / ASSOCIATE COMPANIES

During the year under review, your Company has one subsidiary viz. MakeMeUp Pr?vate Limited & one wholly

owned subsidiary viz. WedAdvisor Solutions Pr?vate Limited.

The salient features of the financial statements of subsidiaries, associate companies and joint ventures are given in the Statement in Form AOC-1 (Annexure I) forming a par?: of the financial statement attached to this Directors' Report and pursuant to first proviso to Sub-section (3) of Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014

The Financial Statements, as required, of the subsidiary companies shall be available on website of the Company at https: / / touchwood.in/investors

Report on the highlights of performance of Subsidiaries and their contribution to the overall performance of the company.

Pursuant to Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on highlights of performance of subsidiaries and their contribution to the overall performance of the Company is as under:

1. MakeMeUp Pr?vate Limited, India (Subsidiary)

The Company operates in the beauty and makeup industry, dedicated to creating a platform that connects consumers with top- notch beauty professionals, products, and experiences. Our brand strives to recognize and unify the entire beauty community through strong business associations.

MakeMeUp has 2 verticals:

MakeMeUp School of Makeup Events & Exhibitions

MakeMeUp School of Makeup

MakeMeUp School of Makeup is our initiative to provide expert training and education in the field of makeup artistry. Our commitment lies in delivering top-notch learning experiences, ensuring that every student not only learns but also enjoys a fulfilling joumey of growth. We thrive on providing challenges that push individu?is to reach their highest potential, fostering an environment where excellence in makeup artistry is nurtured and celebrated.

Currently, we have one branch of the school in New Delhi.

Our visi?n is to help individu?is with interest, dedication and passion in the world of makeup build a successful career.

We offer four comprehensive courses designed to help our students master the art of makeup and develop expertise in their chosen fields:

i- MakeMeUp Professional Makeup

Course

4- MakeMeUp Bridal Makeup Course

4- MakeMeUp Advanced Makeup

Course

4- MakeMeUp Self Makeup Course

Additionally, we offer weekend and short- duration courses to cater to a larger audience, including working women. We have successfully completed our 9* batch in New Delhi.

Shaadi Ready

Shaadi Ready is our initiative aimed at deeply engaging with the thriving billion- dollar wedding industry. It is one stop solution to all wedding dry sal?n requirements! We ensure that your guests achieve their party glow in quick time & by efficient professionals.

Various projects have been successfully completed since the onset of the initiative - in different cities like - Udaipur, Jaipur, Jodhpur, Goa & New Delhi.

Events & Exhibition

A significant aspect of MakeMeUp's growth is our involvement in events and exhibitions. Our flagship event, the "MakeMeUp Festival," is an annual two-day celebration that brings together experts and enthusiasts in makeup, skincare, haircare, and cosmetology. The third edition of our festival took place on 23^rd-24^th December, 2023 at DLF Avenue, Saket, New Delhi. This year's event was a remarkable success, featuring participation from over 25 renowned brands in our exhibition area. We were honored to have Lotus and Makeup Secrets as our esteemed sponsors for this event. Their generous support and collaboration played a pivotal role in the festival's success. Additionally, Radio Mirchi, our official radio partner, amplified our reach and engagement, ensuring that the event resonated with a broader audience. Their continuous coverage and promotions helped create a buzz that significantly contributed to the event's overall popularity.

The festival also drew an impressive crowd, with over 1,600 students attending the diverse range of masterclasses offered. Among these, the makeup masterclasses were a standout highlight, conducted by industry giants Mac and Bobbi Brown. The classes were very informative & enlightening session for all attendees to leam the makeup artistry. These sessions provided invaluable insights and hands-on experiences, attracting makeup enthusiasts and professionals alike.

Overall, the festival attracted an average footfall of between 10k-12k people on both days, underscoring its growing popularity and the enthusiastic response from the community.

We are also organizing the 4th edition of the MakeMeUp Festival in the year 2024-2025.

The Makeup Artist and Inf luencers Meet and Greet was an exclusive opportunity for attendees to connect with some of the most influential figures in the beauty industry. This segment facilitated personal interactions, photo opportunities, and insightful conversations with top makeup artists and social media influencers. It was an exceptional platform for fans to gain inspiration, seek advice, and build connections with their favourite beauty icons.

2. WedAdvisor Solutions Pr?vate Limited, India fWholly-Owned Subsidiary)

WedAdvisor, incorporated on January 14, 2022, as a wholly owned subsidiary of

Touchwood, is dedicated to transforming the fragmented wedding market in India. Our platform connects vendors from across the country with customers, enabling vendors to showcase their offerings and expand their reach. For customers, WedAdvisor provides a comprehensive solution for all wedding-related needs, serving as a central hub for industry professionals and individu?is planning their significant celebrations.

WedAdvisor Business Verticals:

WedAdvisor offers two distinctive Services to its users: Vendors and Advisors. Our platform allows users to browse and select the required vendors based on location and niche. Additionally, the Wedding Space is an int?mate virtual platform where you can c?rate and track everything and everyone related to your wedding.

WedAdvisor's USP lies in its industry experts named Advisors. We provide two packages- WA Packages and WA Pioneers, where users will be able to book single/m?ltiple and single sessions respectively. Our platform caters to the masses and those who do not wish to spend a large chunk of their celebration budget on event and wedding planners.

Pursuant to Regulation 16 (1) (c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter "Listing Regulations"), a material subsidiary in a year shall be a subsidiary whose income or net worth exceeds 10% of the Consolidated income or net worth respectively of the Company and

its subsidiaries, in the immediately preceding accounting year. At present, there is no such material subsidiary of the Company within the meaning of the above Regulation.

DEPOSITS

During the year under review, the Company has not accepted any deposits, thus far, within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

RELATED PARTY TRANSACTION

Following the provisions of Section 188(1) of the Companies Act, 2013, all Related Party contracts / arrangements / transactions entered by the Company during the financial year had been in the ordinary course of business and on arm's length basis, with Audit Committee having a domain role.

The Board of Directors brought into picture, wherever necessary and/or obligatory. Therefore, the provisi?n of Section 188 of the Companies Act, 2013 were not attracted. There are no materially significant Related Party Transaction during the year under review that would have required

shareholders' approval under the Listing Regulations made by the Company with Promoters, Directors or other designated person which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

During the year, the Company has not entered into any contract / arrangement / transaction with related parties, which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Related party transactions were disclosed to the Board on regular basis. Details of related party transactions may be referred to in Note 29 of the Standalone Financial Statements.

All related party transactions which were entered during the Financial Year were in the ordinary course of business and on an arm's length basis. All the Related Party Transactions are placed before the Audit Committee for prior approval, as required under the Act and Listing regulations. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis. The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. There were no materially significant Related Party

Transactions made by the Company during the year that would have required shareholders' approval under the Listing Regulations. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

The Company has adopted policy on Related Party Transactions and can be accessed on the Company's website at https: / / touchwood.in/investor /

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report which may affect the financial position of the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION & PROTECTION FUND

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF").

During the year under review there is no amount which is required to be transferred to the investors' education & protection fund

as per the provisions of section 125 (2) of the Companies Act, 2013.

LISTING OF SHARES

Your Company's equity shares are listed and traded on National Stock Exchange of India Ltd ('NSE') with ISIN INE486Y01013 & Symbol TOUCHWOOD. The Company has paid the annual listing fee for the Financial Year 2023-2024 & 2024-2025 to the said Stock Exchanges.

CHANGE IN THE NATURE OF BUSINESS, if anv

There is no material change in the nature of business during the year.

CORFORATE GOVERNANCE

Corporate governance is an ethically driven business process that is committed to val?es and aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with firm commitment to val?es, while meeting stakeholders' expectations. Further Corporate Governance is based on the principies of conducting the business with all integrity, faimess and being transparent with all the transactions, making the necessary disclosures and decisions, complying with the laws of the land, accountability and responsibility towards the stakeholders and commitment of conducting the business in an ethical manner. At Touchwood, it is ensured that Company's affairs are managed in a fair and transparent manner. This is vital to continu? to gain and retain the trust of its stakeholders.

A sep?rate section on Corporate Governance standards followed by your Company and the relevant disclosures, as stipulated under the Listing Regulations, Companies Act, 2013 and Rules made thereunder, forms part of the Annual Report.

A Certificate from M/s Advitiya Vyas & Company, Practicing Company Secretary, confirming the compliance by the Company to the conditions of Corporate Governance as stipulated under the Listing Regulations, is annexed to this Report as Annexure II, which forms part of the Annual Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company's policy is to maintain an optimum combination of Executive and Non-Executive Directors on the Board. None of the director and KMP of the Company is disqualified under the provisions of the Act or the Listing Regulations. The composition of the Board and Key Managerial Personnel is as follows:

All the Non-Executive Independent Directors are qualified to be appointed as such under the relevant provisions of the Companies Act, 2013 read with the rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") and shall not be subject to determination for retirement of Directors by rotation. In terms of Section 149,159,152,160 and other applicable provisions, if any of the Companies Act, 2013, the Independent Directors been appointed for 5 years, are not fiable to retire by rotation.

In the opini?n of the Board all Independent Directors possess strong sense of integrity and having requisite experience, qualification and expertise. For further details, please refer Corporate Governance Report.

During the year under review, the Board of Directors of the Company, at its meeting held on January 3, 2024, approved the appointment of Mr. Shrey Khandelwal (DIN: 03077812) as an Additional Director in the category of Executive Director of the Company and appointment of Mr. Kishor Kumar (DIN: 08241104) as an Additional Director in the category of Non-Executive

Independent Director of the Company for a term of five years.

The appointments were regularized by the members of the Company by passing Ordinary resolution for appointment of Mr. Shrey Khandelwal as an Executive Director of the Company, liable to retire by rotation w.ei. January 3,2024 and Special Resolution for appointment of Mr. Kishor Kumar as Non-executive Independent Director of the Company not liable to retire by rotation, to hold office for a term of 5 (five) consecutivo years with effect from January 3, 2024, to January 2, 2029 (both days inclusive), through Postal Ballot on March 19,2024.

*Further, Ms. Ashima Arora, Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company resigned from the office of Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from the ci?se of business hours of June 15, 2024 and Ms. Ritika Vats appointed as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company w.e.f June 16, 2024. Apart from above there is no change in the Key Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Director as per the provisions of Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (LODR)

Regulations, 2015 ("the List?ng

Regulations").

Hiere has been no change in the circumstances offering their States as independent directors of the company so as to qualify themselves to the companies act 2013 and the relevant regulations.

DIRECTORS

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a sep?rate meeting of the Independent Directors was held on 9* February, 2024. The Independent Directors at the meeting, ?nter alia, reviewed the following:

? Performance of Non-Independent Directors and Board as a whole.

? Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non- Executive Director.

? Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (TICA') towards the inclusi?n of their ?ames in the data bank and they meet the requirements of proficiency self-assessment test. The Company has received declarations of independence in accordance with the provisions of the Act as well as the LODR

Regulations from all the Independent Directors.

MEETINGS OF THE BOARD OF DIRECTORS

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/ Committee meetings to be held in the forthcoming quarter is circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings.

During the year under review, Seven Board Meetings were convened and the gap between the meetings was as per the period prescribed under the Companies Act, 2013.

APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of Executive and Non-Executive Independent Directors to maintain the

independence of the Board, and sep?rate its functions of govemance and management. As on the 31^st March, 2024, the Board consists of ten members, one of whom is Whole-Time Director, one Managing Director, three are Executive Directors and five are Independent Directors including one woman Director. The Board periodically evaluates the need for change in its composition and size.

The Policy of the Company on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under Section 178 (3) of the Companies Act, 2013 is adopted by the Board. The remuneration paid to the Directors is as per the provisions of Companies Act, 2013 and the rules made thereunder. Policy for Selection of Directors, determining Director's Independence and Appointment and Remuneration Policies are annexed as Annexure - III.

DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178 OF COMPANIES ACT, 2013

As stipulated under Section 178 of the Act and based on the recommendation of the Nomination and Remuneration Committee, the Board has approved a Nomination and Remuneration Policy of the Company. The Policy documents the mechanism for appointment, cessation, evaluation and remuneration of the Directors, Key Managerial Personnel and S?nior Management of the Company. Information on the Policy and details of the criteria for determining qualifications, positive attributes and other matters in terms of Section 178 of the Act are provided in the Corporate Governance Report.

INFORMATION ON BOARD MEETING PROCEDURE AND ATTENDANCE DURING THE FINANCIAL YEAR 2023-24

The Board meetings of the Company are conducted as per the provisions of the Act, Listing Regulations and applicable Secretarial Standards. Information as mentioned in the Act and Schedule II to the Listing Regulations and all other material information, as may be decided by the management, is placed for consideration of the Board. Details on the matters to be discussed along with relevant supporting documents, data and other information is also furnished in the form of detailed agenda to the Board and the Committees concemed, to enable directors take critical decisions and accordingly advise the management.

Details regarding information furnished to the Board members, number of Committee and Board meetings held during the year along with attendance record of each director has been disclosed in the Corporate Govemance Report of the Company.

PERFORMANCE EVALUATION OF THE BOARD

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, which ineludes criteria for performance evaluation of the Non- Executive Directors and Executive Directors.

The Board has followed the above policy for the evaluation of its performance and that of

its Committees and individual Directors including Chairman.

The Company is committed to benchmark itself with best practices and standards in all areas including Corporate Govemance. To this end, the Board has the analytical and funct?onal support of Committee of Directors, Audit Committee & Nomination & Remuneration Committee. The system brings insight & effectiveness in to the designated areas of Corporate Govemance.

COMMITTEES OF THE BOARD

Currently, the Board has Three Committees which have been established in compliance with the requirements of the business and relevant provisions of the applicable laws and statutes. These are:

? Audit Committee,

? Nomination and Remuneration Committee and

? Stakeholders Relationship Committee

The details with respect to the composition, terms of reference, number of meetings held etc. of these Committees are given in the Report on Corporate Govemance which forms part of this Annual Report.

DISCLOSURE ON STATEMENT OF DEVIATIONfS) OR VARIATION?S)

Pursuant to Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, We hereby inform that because of evolving needs, circumstances and Company's commitment to optimizing capital allocation and enhancing operational efficiency, your Board of Directors,

through board resolution passed on August 14, 2023 has decided to vary the objects of the preferential issue as stated in the explanatory statement of resolution approved by members dated February 05, 2023. This variation was subsequently approved by the shareholders through a Special Resolution passed during the 26th Annual General Meeting held on September 29,2023.

Your Company believes that the proposed variation in the objects of the preferential issue is in the best interest of the Company. We aim to utilize the funds not only for the capital requirements needed for the growth and expansi?n of our subsidiary companies, but also intends to utilize it for Capital Expenditures for Business Expansi?n, Purchase of Movable/Immovable Assets, Working Capital requirements, General Corporate Purposes and Repayment of Loans in order to ensure optimum utilization of the Proceeds and maximize the retum on investment for shareholders considering the current and upcoming business opportunities as reviewed by the Audit Committee.

During the year, the amount of Rs. 14,28,00,000/- (Rupees Fourteen Crore, Twenty-Eight Lakhs) has been utilized as follows:

• Out of total amount of Rs. 2,50,00,000 distributed towards modified object 1 i.e, For the growth and expansi?n of the business of the subsidiary companies of Touchwood Entertainment Limited which shall enhance the business of the Company, full amount has been utilized.

• Out of total amount of Rs. 10,00,00,000 distributed towards modified object 2 i.e, Capital Expenditures for Business Expansi?n and Purchase of Movable/ Immovable Assets., Rs. 72,09,690 has been utilized.

• Out of total amount of Rs. 1,78,00,000 distributed towards modified object 3, i.e, Working Capital requirements, General Corporate Purposes and Repayment of Loans, full amount has been utilized.

COPE OF CONDUCT FOR PREVENTION OF INSIDER TRADING AND FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a "Code of Conduct for Prohibition of Insider Trading", the Company has also adopted a "Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information".

The Code of Conduct for Prohibition of Insider Trading and Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information are drawn up on the principie that the Company⁷ s directors and employees owe a fiduciary duty, amongst others, to the shareholders of the Company to place the interest of shareholders above their own and conduct their personal securities transactions in a manner that does not give rise to any conflict of interest. These codes lay down the mechanism for ensuring timely and adequate disclosure of Unpublished Price Sensitive Information ("UPSI") to the

investor community by the Company to enable them take informed investment decisions with regard to its securities.

The Code of Conduct for Prohibition of Insider Trading prescribes the procedure for trading in securities of the Company and the disclosures to be made by persons covered under the Insider Trading Policy with respect to their shareholding in the Company, both direct and indirect.

POLICIES OF THE COMPANY

The Company is committed to high ethical standards in its business transactions guided by its valu? Systems. The Listing Regulations m?ndate formulation of certain policies for listed companies. Accordingly, the Board of Directors has from time to time framed and approved policies as required by the Listing Regulations as well as under the Act. These policies are reviewed by the Board at periodic intervals.

Some of the key policies that have been adopted till date are as follows:

The P?lices are available on the Company's website on the link https: / / touchwood.in/investor / ?id=19

BUSINESS RISK MANAGEMENT

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 the Company may constitute a Business Risk Management Committee which shall be entrusted with the responsibility to assist the Board in:

? Formulating and implementing Risk Management Policy;

? Overseeing and approving the Compa?as enterprise-wide risk management framework; and

? Overseeing that all the risks that the Company faces such as strategic, financial, credit, market, liquidity, property, IT, legal, regulatory, reputational, employee and other risks have been identified and assessed and there is an adequate risk management

infrastructure in place capable of addressing those risks.

At present the Company has not identified any element of risk which may perceptibly threaten the existence of the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

With a view to familiarize the independent directors with the Company's operations, as required under regulation 25(7) of the SEBI Listing Regulations, 2015, the Company held familiarization programmes for the Independent Directors on an ongoing and continuous basis. The details of the familiarization programmes is placed on company website

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a comprehensive Whistle-blower Policy in fine with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013, details of which are included in Corporate Govemance Report. There has been no case to report for the FY 2023-2024, no individual was denied access to the Audit Committee for reporting concems, if any.

The Vigil Mechanism policy has been placed on the website of the Company at https: / / touchwood.in/investor/ ?id=19

HARASSMENT

The Company has Zero tolerance towards sexual harassment at the workplace and to this end, has adopted a policy in line with the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder, details of which are included in Corporate Governance Report. An Intemal Complaint Committee (ICC) has also been set up to redress complaint received on sexual harassment.

During the financial year under review, the ICC received no complaint of sexual harassment.

STATUTORY AUDITOR

The Statutory Auditors, M/s VSD & Associates, Chartered Accountants (FRN No.:008726N), were re-appointed pursuant to the provisions of Sections 139, 142 of the Act and the Rules made thereunder from the conclusi?n of the 25* Annual General Meeting upto the conclusi?n of the 30* Annual General Meeting of the Company, at the Annual General Meeting held on 28th September, 2022. Accordingly, they would continu? as the Statutory Auditor for the Financial Year 2024-25.

The Auditors' Reports for the financial year 2023-24, including the one on Intemal Financial Controls are self-explanatory and does not carry any observation/ qualification/ adverse remarks etc. or infirmity in the Company's affairs.

SECRETARIAL AUDITORS

The Board of Directors, pursuant to the provisions of Section 204 of the Companies Act, 2013, appointed M/s Advitiya Vyas & Company, Practicing Company Secretary, as the Secretarial Auditor of the Company, to carry out the Secretarial Audit for the Financial Year 2024-25.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report, issued by the Secretarial Auditor in Form No. MR-3 forms part of this Report and is annexed herewith as Annexure - IV.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITORS

The board on the recommendation of audit committee approved the appointment of M/s AAVN & Associates, Chartered Accountants, (FRN No. 013224C), Intemal Auditors, for conducting the internal audit of the company for the Financial Year 20242025.

INTERNAL CONTROL SYSTEMS AND ADEOUACY THEREOF

The Company's intemal control Systems as laid down to commensurate with the nature of its business, the size and the complexity of its operations. These are tested and certified by Statutory as well as Intemal Auditors and cover all faetones and key areas of business. Significant audit observations and follow up action thereon are reported to the Audit

Committee. The Audit Committee, as aforesaid, reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

A Statement containing Particulars of Employees as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed in Annexure- V.

Further pursuant to the provisi?n to Section 136(1) of the Companies Act 2013 read with the Rule 5(2) of the companies (Appointment & Remuneration of Managerial Personnel) Rules 2014, will be sent to the members of the Company on request.

ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Retum (Form MGT-7) for the financial year ended March 31, 2024, is available on the Company's website and can be accessed at

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Corporate Social Responsibility pursuant to the provisions of the Section 135 of the Companies Act, 2013 is not applicable on your Company.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosures required to be made under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption are not applicable to the Company as the Company is engaged in the Service sector of Entertainment Business and is not involved in any manufacturing activity. Foreign exchange eamings of the Company are Rs. 50.00 lakhs and outgo is nil.

BUSINESS RESPONSIBILITY AND SU ST AIN ABILITY REPORT

Provisions of Business Responsibility and Sustainability Report (BRSR) pursuant to Regulation 34(2) (f) of the Listing Regulations is not applicable on your Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY COPE, 2016 DURING THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, during the financial year 2023-24.

CONCERN STATUS AND COMFANY'S OPERATIONS IN FUTURE

Hiere was no significant and material order passed by the regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

SECRET ARI AL STANDARDSISSUED BY THE INSTITUTE OF COMPANY SECRET ARIES OF INDIA (ICSI1

The Directors State that applicable Secretarial Standards have been followed during the financial year 2023-24.

FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

CAUTIONARY STATEMENT

Statements in the Annual Report, including those which relate to Management Discussion and Analysis, describing the Compa?as objectives, projections, estimates and expectations, may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

STATEMENT

Pursuant to the provisions of Section 134(5) of Companies Act, 2013, your Directors State that:

1. In the preparation of annual accounts for the year ended the 31^st March, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as on the 31^st March, 2024 and of the Profit of the Company for the year ended on that date;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

4. The Directors have prepared the annual accounts on a going concern basis.

5. The Directors have laid down Intemal Financial Controls to be followed by the Company have been laid down and that such intemal financial Controls are adequate and operating effectively; and

6. The Directors have devised proper systems to ensure compliance with the provisions of all the applicable laws and that such Systems are adequate and operating effectively.

Based on the framework of intemal financial Controls and compliance systems established and maintained by the Company, the work performed by the intemal, statutory and secretarial auditors and external consultants, including the audit of intemal financial Controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opini?n that the Company's intemal financial Controls were adequate and effective during FY 20232024.

COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S COPE OF CONDUCT:

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the

Company. This Code is available on the website of the Company at https:/ /touchwood.in/

Pursuant to the Listing Regulations, a confirmation from the Managing Director regarding compliance with the Code by all the Directors and s?nior management of the Company is given in Annexure - VI.

APPRECIATION

Your Directors take this opportunity to express their deep and sincere gratitude to the Clients, Customers and Shareholders of the Company for their trust and patronage, as well as to the Bankers, Securities and Exchange Board of India, National Stock Exchange, Government of India and other Regulatory Authorities for their continued co-operation, support and guidance.