Imagicaaworld Entertainment Ltd

Dear Members,

The Directors are pleased to present the Fifteenth Annual Report of Imagicaaworld Entertainment Limited ("the Company") along with the Audited Financial Statements, standalone and consolidated, for the financial year ("FY") ended on March 31, 2024.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended March 31, 2024 as compared to the previous year is summarized below:

In Lakhs)

COMPANY'S PERFORMANCE

For the financial year 2023-24, at standalone level, the Company reported a growth of 4% in revenue from operations vis-a-vis financial year 2022-23. Total revenue from operations increased to ' 26,001.50 Lakhs against ' 25,055.04 Lakhs for the corresponding period. The 'Other Income' was reported at ' 1,848.93 Lakhs as against ' 8,319.32 Lakhs in the previous year; primarily since previous year the Other Income included a major one-off component of interest reversal.

During the year under review, the Company has recorded 13.6 Lakhs visitors, similar to FY 2022-23.

The outstanding secured loans as on March 31, 2024 aggregate to ' 1,954.78 Lakhs.

None of Financial Statements of the Company, pertaining to previous financial years were revised during the financial year under review.

COMPLETION OF RESOLUTION PLAN COMPONENTS

• During the year under review, pursuant to the Resolution Plan and the terms and conditions of the Debt Restructuring cum Settlement Agreement dated June 23, 2022 entered into between the Company, Malpani Parks Private Limited ("MPPL"), Aditya Birla ARC Limited ("New Lender"/ "ARC") and the erstwhile promoters the Company received a letter from ARC on June 13, 2023 for

write-off of the balance assigned debt of the Company to the extent of ' 571,76,25,368/- (Rupees Five Hundred Seventy One Crore Seventy Six Lakhs Twenty Five Thousand Three Hundred and Sixty Eight Only). Post the aforesaid write-off, the restructuring and settlement of assigned debt of the Company pursuant to the said Resolution Plan stood completed.

• Out of 4,80,00,000 Optionally Convertible Redeemable Preference Shares ("OCRPS") held by MPPL convertible into 13,03,99,348 equity shares, on May 22, 2023, MPPL exercised conversion option of 2,57,67,000 OCRPS into 7,00,00,000 equity shares of the Company, accordingly 7,00,00,000 equity shares were allotted to MPPL on May 26, 2023. Further, on April 10, 2024, MPPL exercised the conversion option of balance 2,22,33,000 OCRPS into 6,03,99,348 equity shares, accordingly 6,03,99,348 equity shares were allotted to MPPL on April 11, 2024. On account of the conversion of said balance 2,22,33,000 OCRPS, the liability of the Company under the total OCRPS aggregating ' 480,00,00,000/- (Rupees Four Hundred and Eighty Crore) to MPPL stands to be NIL.

EXPANSION/ACQUISITION:

Acquisition of Park Business Undertaking from Giriraj

Enterprises

On February 08, 2024, the Audit Committee and Board

of Directors of the Company and on March 18, 2024, the

Members of the Company had approved the acquisition of the business undertaking pertaining to the water parks, theme park and amusement park owned by Giriraj Enterprises and/or its partners at Lonavala and Shirdi in the State of Maharashtra: (A) "Wet'nJoy Waterpark", located at Lonavala, Maharashtra ("Lonavala Waterpark"); (B) "Wet'nJoy Amusement park", located at Lonavala, Maharashtra ("Lonavala Amusement Park"); (C) "Saiteerth Theme Park", located at Shirdi, Maharashtra ("Shirdi Theme Park"); and (D) "Wet'nJoy Waterpark", located at Shirdi, Maharashtra ("Shirdi Waterpark") (collectively, Lonavala Waterpark, the Lonavala Amusement Park, the Shirdi Theme Park and the Shirdi Waterpark are collectively referred to as the "Park Business Undertaking"), on a 'slump sale' basis (within the meaning of such term under Section 2(42C) of the Income-tax Act, 1961) ("Slump Sale") as a 'going concern' basis for an aggregate lump-sum purchase consideration of ' 630,00,00,000/- (Rupees Six Hundred and Thirty Crore Only).

On March 29, 2024 and March 30, 2024, the Company entered in to Business Transfer Agreement and Operation and Management ("O&M") Agreement respectively with Giriraj Enterprises. The O&M agreement was executed to operate and manage the Park Business Undertaking of Giriraj Enterprises in the interim to the closure of the Business Transfer Agreement effective from April 01, 2024.

Purchase of under construction water park based at Indore owned by Malpani Parks Indore Private Limited

On February 08, 2024, the Audit Committee and Board of Directors of the Company and on March 18, 2024, the Members of the Company had approved the acquisition of under construction water park at Indore from Malpani Parks Indore Private Limited ("MPIPL"), a related party for an aggregate consideration not exceeding ' 1,40,00,00,000/- and leasehold rights on rental basis in the land parcels pertaining to Indore Park Project of an area admeasuring approximately 18 acres situated at Village Paliya Haidar, off Indore - Ujjain Road, located at Indore in Madhya Pradesh ("Indore Park Project Land Parcels") against payment of annual lease rentals of an amount of ' 3,80,00,000/- (Rupees Three Crores Eighty Lakhs Only) and interest free security deposit to be kept with MPIPL of an amount of ' 1,00,00,000/- (Rupees One Crore Only) ("Earlier Transaction").

The above Earlier Transaction, initially set for completion in either FY 2023-24 or FY 2024-25, and the documentation was not concluded. Subsequently, few additional points of consideration have emerged i.e.: 1) The land lease tenure was previously approved as "up to 15 years". However, discussion with government authorities indicated a minimum 30 year land lease period for consideration under Tourism policy, which would make transaction costs unviable for registration

of such long lease. 2) Initial approvals stand in name of MPIPL and transfer of the same to the Company would be practically challenging.

Therefore, it was proposed to acquire the project entity itself which owns all the land viz., MPIPL vide 100% purchase of the equity from existing shareholders of MPIPL against payment of consideration of an aggregate sum of ' 55,00,00,000/- (Rupees Fifty Five Crore Only) as of the completion/closing date as per the definitive agreements/ Share Purchase Agreement and the same was approved by the Audit Committee and Board of Directors of the Company at their respective meetings held on June 25, 2024 which is subject to the shareholders' approval, being material related party transaction, sought through postal ballot notice dated June 25, 2024. Post completion of this transaction MPIPL shall become Wholly Owned Subsidiary ("WOS") of the Company. Subsequent to the aforementioned transaction, the Company would inject funds into MPIPL (WOS) through intercorporate deposit, loan, or debt, and potentially through other instruments or mechanisms as determined by the Board. These funds, not exceeding ' 153,00,00,000/- (Rupees One Hundred and Fifty Three Crore Only), are intended to be utilized for various purposes, including the repayment of unsecured loans, creditors, and liabilities of MPIPL. Thus the total revised project cost of Indore Park Project i.e. acquisition of MPIPL equity shares along with its assets and liabilities from the shareholders of MPIPL shall not exceed ' 208,00,00,000/- (Rupees Two Hundred and Eight Crore Only). ("Revised Proposed Transaction")

As on date of this Report, the Shareholders' approval is awaited for the aforesaid transaction and the result of the approval of Shareholders shall be declared on July 31, 2024. Post approval of Shareholders the parties to the transaction would enter into the definitive agreement as the Board may deem fit and appropriate in the interests of the Company. Sabarmati Riverfront

During the year under review, the Company has received a Letter of Allotment ("LOA") dated March 07, 2024 from Sabarmati Riverfront Development Corporation Limited ("SRFDCL") pursuant to its bid to set up an entertainment hub at the Sabarmati Riverfront at Ahmedabad over an area admeasuring approximately 11 acres.

DIVIDEND

The Board does not recommend any dividend for the financial year ended March 31, 2024 considering the requirement of funds for fulfilling financial obligations towards the acquisition transactions. The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is available on the Company's website at https://www.imagicaaworld.com/ wp-content/uploads/2023/10/Dividend-Distribution-Policy.pdf

TRANSFER OF RESERVES

The Company has not transferred any amount to reserves during the year under review.

SHARE CAPITAL

Authorised Share Capital

There has been no change in the authorised share capital of the Company during FY 2023-24. The Authorised Share Capital of the Company as on March 31, 2024 was ' 1100,00,00,000/- divided into 60,00,00,000 Equity Shares of ' 10/- each and 5,00,00,000 Preference Shares of ' 100/- each.

Issued, Subscribed and Paid-up Share Capital

During the year under review, the Company has allotted the following securities:

1. 7,00,00,000 equity shares of face value of ' 10/- each at a price of ' 36.81/- to Malpani Parks Private Limited, the Promoter of the Company, pursuant to conversion of 2,57,67,000 Optionally Convertible Redeemable Preference Shares ("OCRPS") having a face value of ' 100/- each.

2. 3,65,464 equity shares of face value of ' 10/- each under Imagicaaworld Employee Stock Options Scheme 2020, to the option grantees who had exercised their options as detailed below:

• 2,59,959 equity shares were allotted on April 29, 2023

• 75,718 equity shares were allotted on July 31, 2023

• 29,787 equity shares were allotted on October 31, 2023

Consequently, the Issued, Subscribed and Paid-up Share Capital of the Company stood at ' 7,04,23,00,430/- divided into 48,19,00,043 Equity Shares of ' 10/- each and 2,22,33,000 Preference Shares of ' 100/- each as on March 31, 2024.

DEPOSITS

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 ("the Act") and the Rules framed thereunder during the year under review. As on March 31, 2024, there were no deposits lying unpaid or unclaimed.

SUBSIDIARY COMPANY

As on March 31, 2024, the Company has 1 (one) subsidiary company i.e. Blue Haven Entertainment Private Limited which do not have any business operations.

Pursuant to the provisions of Section 136 of the Act, the

Financial Statements of the subsidiary company is uploaded on the website of the Company i.e. www.imagicaaworld.com under 'Investor Relations' tab.

In terms of Section 129 of the Act, statement containing salient features of the financial statements of the Company's subsidiary company is given in Form AOC-1 which forms part of the financial statements section of the Annual Report. Further, pursuant to Regulation 16(1)(c) of the SEBI Listing Regulations, a policy for determining material subsidiary of the Company as approved by the Board of Directors is made available on the website under https://www.imagicaaworld. com/wp-content/uploads/2023/10/Material-Subsidiary- Policy.pdf

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Act and Regulation 34 of SEBI Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of its subsidiary company, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the provisions of the Act and Indian Accounting Standards.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Board of Directors of the Company to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) they have selected such accounting policies and applied 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 at March 31, 2024 and of the profit of the Company for the year ended on March 31, 2024;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts for the financial year ended on March 31, 2024 on a going concern basis;

e) they have laid down internal financial controls and followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance

with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

During the year under review:

1. Mr. Rajesh Malpani's role changed from Executive Director, Chairman to Non-Executive Director, Chairman, with effect from February 08, 2024 and he is liable to retire by rotation.

2. Mr. Dhananjay Barve ceased to be Non-Executive Independent Director of the Company with effect from close of business hours of March 31, 2024 pursuant to completion of his two consecutive terms.

In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association, Mr. Rajesh Malpani, Chairman and Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

In compliance with the Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings, brief resume, expertise and other details of Director proposed to be re-appointed are given in the Notice convening the ensuing Annual General Meeting. The Board recommends the re-appointment of Director as stated above in the ensuing Annual General Meeting.

Key Managerial Personnel ("KMP")

Pursuant to the provisions of Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following persons are Key Managerial Personnel of the Company as on March 31, 2024:

1. Mr. Jai Malpani, Managing Director;

2. Mr. Dhimant Bakshi, Chief Executive Officer & Chief Marketing Officer;

3. Mr. Mayuresh Kore, Chief Financial Officer & Head Legal;

4. Ms. Reshma Poojari, Company Secretary and Compliance Officer; and

5. Mr. Swapnil Chari, Joint Company Secretary (resigned with effect from close of business hours of May 25, 2024)

INDEPENDENT DIRECTORS' DECLARATION

The Company has received declarations from each Independent Director confirming that they meet the criteria of independence as laid down under Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In

terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. There has been no change in the circumstances affecting their status as an Independent Director during the year.

In the opinion of the Board, all the Independent Directors are competent, experienced, proficient and possess necessary expertise and integrity to discharge their duties and functions as Independent Directors. The Independent Directors of the Company are compliant with the provisions of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

BOARD EVALUATION

The Company has devised a policy for performance evaluation of its individual directors, the Board and the Committees constituted by it, which includes criteria for performance evaluation. In line with the requirements of the Act and SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, working of it's Committees and the Directors individually. The Directors were provided with structured questionnaire to record their views. The reports generated out of the evaluation process were placed before the Board at its meeting and noted by the Directors. The evaluation process was attentive on various aspects of the functioning of the Board and its Committees, such as experience and competencies, performance of specific duties and obligations of the Board and its Committees, governance issues, etc.

Pursuant to the provisions of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, the Independent Directors of the Company, at their meeting held on February 08, 2024, evaluated the performance of NonIndependent Directors, the Board as a whole, performance of the Chairman; and also assessed the quality, quantity and timeliness of flow of information between the Management and the Board.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of the provisions of Regulation 25 of the SEBI Listing Regulations, the Company has in place the practice of familiarising the Independent Directors of the Company about Company's business through induction and regular updates. The familiarisation programme aims to enable the Independent Directors to understand their roles, rights, responsibilities in the Company, procedures and policies, nature of the industry in which the Company operates,

its business in depth, etc. Board Members are appraised on operations, strategic and future plans of the Company through Board/Committee meetings for the convenience of the Directors.

The details of the Familiarisation Programmes imparted to the Independent Directors during the year under review are also available on the website of the Company at https://www. imagicaaworld.com/corporate-governance/#policies

REMUNERATION POLICY AND CRITERIA FOR DETERMINING THE ATTRIBUTES, QUALIFICATION, INDEPENDENCE AND APPOINTMENT OF DIRECTORS

The Board has formulated a Policy on Nomination and Remuneration of Directors, Key Managerial Personnel ("KMP") and Senior Management Personnel ("SMP") of the Company. The Nomination and Remuneration Policy is framed mainly to deal with the following matters:

i. To provide processes which enable the identification of individuals who are qualified to become Directors, Key Managerial Personnel and employees at Senior Management level and recommend their appointment to the Board;

ii. To devise a policy on Board diversity and succession plan for the Board, KMPs and SMPs;

iii. To formulate the criteria for determining qualifications, positive attributes of independence of Directors and to frame evaluation criteria of the Board, its Committees and individual Directors;

iv. Remuneration programme designed to ensure that remuneration is reasonable to attract, retain and reward executives of the Company who will contribute to the long term success of the Company based on their performance;

v. Determine remuneration of members of the Board, KMPs and SMPs of the Company and maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.

The Nomination and Remuneration Policy of the Company is available on the website of Company at https://www. imagicaaworld.com/wp-content/uploads/2023/10/ Nomination-and-Remuneration-Policv.pdf.

BOARD MEETINGS

During the financial year 2023-24, the Board met four (4) times i.e. May 26, 2023, August 10, 2023, November 03, 2023 and February 08, 2024

Details of Board Meetings held and the attendance of Directors are given in the Corporate Governance Report which forms part of this Annual Report.

COMMITTEES OF THE BOARD

The Board has following committees in compliance with the requirements of the Act and SEBI Listing Regulations:

i Audit Committee,

ii Nomination and Remuneration Committee,

iii Corporate Social Responsibility Committee,

iv Risk Management Committee, and

v Stakeholders' Relationship Committee

Details of composition of the statutory committees, number of meetings held and attendance of the committee members thereof are given in the Corporate Governance Report which forms part of this Annual Report.

All recommendations of the Audit Committee have been accepted by the Board.

The Board has constituted ESOS Allotment Committee for decision relating to allotment of equity shares to eligible employees upon exercise of options from time to time, in accordance with Imagicaaworld Employee Stock Option Scheme 2020 and Environmental Social Governance (ESG) Committee to focus on sustainability. The details of the ESOS Allotment Committee and ESG Committee are given in the Corporate Governance Report which forms part of this Annual Report.

AUDITORS AND AUDITORS' REPORT Statutory Auditors

M/s. V. Sankar Aiyar & Co. (Firm Registration No.: 109208W) were appointed as Statutory Auditors of the Company at the Eleventh Annual General Meeting of the Company to hold office from the conclusion of the Eleventh Annual General Meeting until the conclusion of the Fifteenth Annual General Meeting of the Company.

Accordingly, M/s V. Sankar Aiyar & Co., will cease to be Statutory Auditors of the Company on the conclusion of forthcoming Fifteenth Annual General Meeting scheduled to be held on September 27, 2024.

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Audit Committee and the Board of Directors of the Company have recommended appointment of M/s. Suresh Surana & Associates LLP, Chartered Accountants, (Firm Registration No. 121750W/W-100010) as the Statutory Auditors of the

Company for a term of 5 (five) consecutive years to hold office from the conclusion of forthcoming Fifteenth Annual General Meeting till the conclusion Twentieth Annual General Meeting, in place of retiring Statutory Auditors namely M/s. V. Sankar Aiyar & Co., at a remuneration as may be agreed upon by the Audit committee / Board of Directors and the Statutory Auditors, subject to the approval of the Members of the Company.

A resolution seeking M/s. Suresh Surana & Associates, Chartered Accountants appointment as Statutory Auditors of the Company forms part of the Notice convening the ensuing Annual General Meeting of the Company and the same is recommended for Member's approval.

The Statutory Auditors' Report on the financial statements of the Company for the year ended March 31, 2024, which forms part of this Annual Report, does not contain any qualification, reservation or adverse remark and no frauds were reported by the Auditors under Section 143(12) of the Act.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Parikh and Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Report of the Secretarial Audit in Form MR-3 for the financial year 2023-24 is given in Annexure A to this Report. The said Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks and no frauds were reported by the Secretarial Auditors to the Company under Section 143(12) of the Act.

REQUIREMENTS FOR MAINTENANCE OF COST RECORDS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of the loans given, guarantees provided and investments made by the Company pursuant to Section 186 of the Act for the year March 31, 2024 are provided in the Notes to the financial statements forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm's length and in the ordinary course of business. Hence, disclosure of particulars of contracts/arrangements entered into by the Company with

related parties in Form AOC-2 is not applicable for the year under review. There were no materially significant related party transactions during the year which may have a potential conflict with the interest of the Company at large.

Details of related party transactions entered into by the Company are disclosed in the notes forming part of the financial statements.

The policy on related party transactions is available on the Company's website at https://www.imagicaaworld.com/wp- content/uploads/2023/10/Related-Partv-Transaction-Policv.pdf

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate internal control procedures which are commensurate with its size and nature of business. The business control procedures ensure efficient use and protection of Company's resources and compliance with policies, procedures and statutory requirements. Internal auditors are appointed to carry audit assignments and to periodically review the transactions across the divisions and evaluate effectiveness of internal control systems. A detailed note on Internal Financial Controls is included in the Management Discussion and Analysis section.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure B to this Report.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure C to this Report. In accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of the employees covered under the said rule shall be made available to any Member on a specific request made in this regard, by him or her in writing.

HUMAN RESOURCES

The Company regards human resources as a valuable asset. The Company encourages a performance driven culture and enables the employees with focused training at regular intervals. Further, the training needs at all divisions are periodically assessed and training programmes are conducted

using internal resources and/or engaging external facilitators and trainers.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company's premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Policy on Prevention of Sexual Harassment at Workplace has been formulated by the Company. The Policy aims to develop a harmonious and productive working environment free from sexual harassment. This Policy is applicable to all employees (permanent, contractual, temporary, trainees). The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company ensures that all allegations of sexual harassment were investigated and dealt with appropriately in accordance with the procedures prescribed under the Policy on Prevention of Sexual Harassment at Workplace. During the year under review, no complaints of any nature were received under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

EMPLOYEE STOCK OPTION SCHEME

The Company has an Employee Stock Option Scheme viz., Imagicaaworld Employee Stock Option Scheme 2020 ("Scheme") and the same is in line with the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014.

During the year under review, the Company has allotted 3,65,464 fully paid up equity shares under of Imagicaaworld Employee Stock Options Scheme 2020.

The disclosures required to be made under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are made available on the website of the Company under https://www.imagicaaworld.com/financials/. The certificate under the said regulations shall be made available for inspection in accordance with statutory requirement.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board established and adopted a Vigil Mechanism/ Whistle Blower Mechanism that enables the Directors and Employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct of the Company and to report unprofessional

misconduct without fear of reprisal. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. No person has been denied access to the Audit Committee of the Board.

Details of the Vigil Mechanism are made available on the Company's website https://www.imagicaaworld.com/wp- content/uploads/2023/10/Vigil-Mechanism-or-Whistle- Blower-Policy.pdf

RISK MANAGEMENT

The Board of Directors has constituted Risk Management Committee to assist the Board with regard to the identification, evaluation and mitigation of operational, strategic and external risks. Risk Management Committee works towards identifying internal and external risks and implementing risk mitigation steps. Status updates are provided to the Board of Directors of the Company on quarterly basis. The Company also has risk management policy to identify and mitigate various risks More information on risks and threats has been disclosed in the section "Management Discussion and Analysis" which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is now a part of the Malpani Group, which is known for its tradition of philanthropy and community service.

It may be noted that in view of the average net profits of the Company for past three financial years being negative, there was no statutory requirement to incur any CSR expenditure during the year under review. Accordingly, the Company has not incurred any CSR expenditure during the year under review.

However, the Company is committed towards inclusive growth and based on the recommendation of the CSR Committee; the Company will be identifying CSR initiatives to be carried out in the coming financial years in order to have a maximum impact.

Details of the composition of the CSR Committee and CSR Policy of the Company are given in the Section titled 'Annual Report on CSR initiatives for financial year 2023-24 in Annexure D of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 and Schedule V of the SEBI Listing Regulations, Management Discussion and Analysis Report forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") on the environmental, social, and governance disclosures, forms part of this Annual Report.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance forms part of this Annual Report.

ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company i.e. www.imagicaaworld.com under "Investor Relations" tab.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS

During the year under review, no significant and material orders impacting the going concern status and the Company's operations in future have been passed by any Regulator or Court or Tribunal.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meeting of Board of Directors and General Meetings.

OTHER DISCLOSURES

During the financial year under review:

- The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

- There has been no change in the nature of business of the Company as on the date of this Report.

- There are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company as at March 31, 2024.

- The Company has not entered into one-time settlement with any banks or financial institutions.

ACKNOWLEDGEMENTS

The Directors would like to express their sincere appreciation for the continued co-operation and assistance received from shareholders, customers, vendors, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. The Directors also wish to place on record their sincere appreciation for the hard-work, solidarity and commitment of each and every executives, officers and staff of the Company during the financial year.