FINANCE AND ACCOUNTS

Your Company prepares its financial statements in
compliances with the requirements of the Companies
Act, 2013 and the Indian Accounting Standard (IND
AS). The financial statements have been prepared on
historical cost basis. The estimates and judgments
relating to the financial statements are made on a
prudent basis, so as to reflect in a true and fair manner,
the form and substance of transactions and reasonably
present the Company’s state of affairs, profits and
Cash Flows for the year ended 31^st March, 2025. There
is no audit qualification in financial statements by the
statutory auditors for the year under review.

LOANS, GUARANTEES & 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 Financial Statements.

DEPOSITS

The Company has not accepted any deposit from the
public falling within the ambit of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance
of Deposits) Rules, 2014, or under Chapter V of the Act.

RELATED PARTY TRANSACTIONS

During the year under review, the Company has not
entered into any contracts or arrangements with related
parties referred to in Section 188 of the Companies Act,
2013 and providing the information in the prescribed
Form AOC-2 are not applicable to the Company. There
are no transactions with related parties except those
indicated in notes to accounts.

INTERNAL CONTROL SYSTEMS

Internal Financial Control is an integral to the Company’s
strategy and for the achievement of the long-term goals.
Our success as an organisation depends on our ability to
identify and leverage the opportunities while managing
the risks. In the opinion of the Board, the Company has
robust internal financial controls which are adequate
and effective during the year under review.

The CoThe Company’s internal control system is
commensurate with its size, scale and complexities of
operations. BCS & Associates, Chartered Accountants
were the Internal Auditors of the Company for the FY
2024-25.

Business risks and mitigation plans are reviewed and
the internal audit processes include evaluation of
all critical and high risk areas. Critical functions are
reviewed rigorously, and the reports are shared with
the Management for timely corrective actions, if any. The
major focus of internal audit is to review business risks,

test and review controls, assess business processes
besides benchmarking controls with best practices in
the industry.

The Audit Committee of the Board of Directors actively
reviews the adequacy and effectiveness of the internal
control systems and are also apprised of the internal
audit findings and corrective actions. The Audit
Committee suggests improvements to the control
mechanism. The Audit Committee and Risk Management
Committee of the Board of Directors, Statutory Auditors
and Business Heads are periodically apprised of the
internal audit findings and corrective actions.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with
instance of fraud and mismanagement, if any. It ensures
that strict confidentiality is maintained whilst dealing
with concerns and also no discrimination will be meted
out to any person for a genuinely raised concern. Any
suspected or confirmed incident of fraud / misconduct
can be reported thereof.

The Whistle Blower Policy has been posted on website of
the Company at below link: -

https://www.cupidlimited.com/wp-content/

uploads/2024/07/Whistleblower-Policy.pdf

DISCLOSURES ON EMPLOYEE STOCK OPTION SCHEME

The Employee Stock Options (“ESOPs”) granted to the
employees of the Company currently operate under the
Cupid Limited - Employee Stock Option Scheme 2022
(ESOP - 2022).

The aforesaid Scheme complied with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 (“SEBI (SBEB & SE) Regulations, 2021”), to the
extent applicable.

The Nomination and Remuneration Committee of
the Board of Directors of the Company, inter alia,
administers and monitors the Scheme in accordance
with the SEBI (SBEB & SE) Regulations, 2021.

The details of the ESOPs granted and outstanding as on
March 31, 2025 along with other particulars as required
by Regulation 14 of the SEBI (SBEB & SE) Regulations,
2021 is available on the website of the Company at
https://www.cupidlimited.com/wp-content/
uploads/2025/07/ESOP Website
Disclosure 2024-25.pdf

The certificate from the Secretarial Auditor, as
required under Regulation 13 of the SEBI (SBEB & SE)
Regulations 2021, stating that the ESOP Scheme have
been implemented in accordance with the SEBI (SBEB &
SE) Regulations, 2021 would be available for inspection

by the Members during the Annual General Meeting
(“AGM”).

RISK MANAGEMENT

The Company endeavours to continually sharpen its
risk management systems and processes in line with a
rapidly changing business environment. During the year
under review, there were no risks which in the opinion
of the Board threaten the existence of the Company.
However, some of the risks which may pose challenges
are set out in the Management Discussion and Analysis
which forms part of this Annual Report.

PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013
and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Board has carried out an annual performance
evaluation of its own performance, the directors
individually as well as the evaluation of the working
of its Audit, Nomination & Remuneration and other
Committees. The same is found to be satisfactory.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act,
2013 and the Articles of Association of the Company,
Mr. Ajay Kumar Halwasiya, Executive Director of the
Company, retires by rotation at the ensuing Annual
General Meeting of the Company, and being eligible
offers himself for re-appointment.

The Company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed
both under the Companies Act, 2013 and Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The following are the Key Managerial Personnel of the
company:

Mr. Aditya Kumar Halwasiya: - Chairman and Managing
Director

Mr. Saurabh V. Karmase: - Company Secretary and
Compliance Officer

Mr. Narendra M. Joshi: - Chief Financial Officer

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on
the operations of the Company, as required under
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is provided in a separate section and
forms an integral part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to the provisions of regulation 34 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Business Responsibility and
Sustainability Report (“BRSR”) is provided in a separate
section and forms an integral part of this Report.

BOARD MEETINGS

During the year under review, the Company has
conducted 6 Board Meetings on the following dates:
8^th April, 2024; 3^rd July, 2024; 5^th August, 2024; 12^th
November, 2024; 19^th December, 2024 and 14^th February,
2025. The intervening gap between the meetings was
within the period prescribed under the Companies
Act, 2013 and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of the Committees along with their
composition, number of meetings and attendance at
the meetings are provided in the Corporate Governance
Report.

STATUTORY AUDITORS

M/s. Chaturvedi Sohan & Co., Chartered Accountants,
Mumbai were appointed as Statutory Auditors of the
company at 29^th Annual General Meeting which was held
on 28^th September, 2022 to hold the office as Statutory
Auditor from the conclusion of 29^th Annual General
Meeting till conclusion of 34^th Annual General Meeting
of the company.

The Statutory Auditors’ Report forms part of the Annual
Report. The Statutory Auditor’s report does not contain
any qualification, reservation or adverse remark for
the year under review. Further, During the year under
review, there were no instance of fraud which requires
the Statutory Auditors to report the same to the Central
Government under Section 143(12) of Act and Rules
framed thereunder.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and
rules made thereunder, the Company had appointed Mr.
Shailesh Kachalia. Practicing Company Secretary to
undertake the Secretarial Audit of the Company for the
FY 2024-25. The Secretarial Audit Report is annexed as
Annexure '1’ and forms an integral part of this Report.

Pursuant to Regulation 24A of Listing Regulations read
with SEBI Master Circular No. SEBI/HO/CFD/PoD2/
CIR/P/2023/120 dated July 11, 2023, the Annual
Secretarial Compliance Report of the Company for the FY
2024-25 is uploaded on the website of the Company i.e.
https://www.cupidlimited.com/wp-content/
uploads/2025/04/ASCR 2024 2025 PDF.pdf

In line with the amended Regulation 24A of the Listing
Regulations, the Board has approved the appointment
of M/s. SKJP & Associates as the Secretarial Auditors
of the Company for a term of 5 consecutive years
with effect from FY 2025-26 to FY 2029-30, subject to
approval of the shareholders at the 32^nd AGM.

COST AUDITORS

As per the Companies (cost records and audit) Rules,
2014 and the amendments made thereof notified by
Ministry of Corporate Affairs, cost audit was not
applicable to the company for FY 2024-25. Therefore
the board did not proceed with the appointment of cost
auditor and cost audit for the year 2024-25.

Further, pursuant to the provisions of Section 148 of
the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014 as amended from time to
time Cost Audit has become applicable to the company
for FY 2025-26 and hence the Board of Directors, on
the recommendation of Audit Committee, has appointed
M/s. KPMSS & Associates, Cost Accountants, (Firm
Registration Number: 005229) as Cost Auditor to audit
the cost accounts of the Company for the FY 2025-26. As
required under the Act, a resolution seeking member’s
approval for the remuneration payable to the Cost
Auditor forms part of the Notice convening the Annual
General Meeting for their ratification. The company is
properly maintaining its cost record internally.

OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR

There are no qualifications contained in the Auditors
Report and Secretarial Audit Report contains the
following observation:

The company has complied with all the applicable
provisions and circulars / guidelines except Regulation
30(2) of the SEBI (Listing obligations and Disclosure
Requirements) Regulations, 2015 regarding disclosure
of court orders.

Management Response on observation - Company
settled, by neither admitting nor denying the findings of
facts and conclusions of law, for alleged violation and
pursuant to Settlement Order dated December 20, 2024
bearing reference number SO/AN/PR/2024-25/8021
made the payment of settlement amount to SEBI.

APPOINTMENT OF DESIGNATED PERSON PURSUANT
TO RULE 9(4) OF COMPANIES (MANAGEMENT AND
ADMINISTRATION) RULES, 2014

In accordance with the provisions of Rule 9(4) of
Companies (Management and Administration) Rules,
2014, the company is required to designate a person
responsible for ensuring compliance with the applicable
provisions of the Act, including filing of returns and
disclosures with the Registrar of Companies and other
authorities.

The Board of Directors, at their meeting held on 12th
November, 2024, has duly considered and appointed a
Designated Person for this purpose. The details of the
said appointment shall be appropriately disclosed in
the Annual Return of the company for the financial year
2024-25, in compliance with the statutory requirement.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act
read with Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company in Form
MGT-7 has been placed on the Company’s website www.
cupidlimited.com.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments
affecting the financial position of the Company which
have occurred between the end of the financial year and
the date of this Report except those which are disclosed
in this Report. There were no material events that had
an impact on the affairs of your Company.

During the year under review company has ventured
into the FMCG B2C space with its wide range of products.
It has diversified its offerings by entering into the FMCG
space with its range of perfumes, hair oil, deodorants,
face wash, hair removal spray, petroleum moisturizing
jelly, etc.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant and material orders passed by
the Regulators / courts / Tribunals that would impact
the going concern status of the Company and its future
operations.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of
environmentally clean and safe operations. The
Company’s policy requires conduct of operations in
such a manner, so as to ensure safety of all concerned,
compliances, environmental regulations and
preservation of natural resources.

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

In compliance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act”) and
Rules framed thereunder, the Company has formulated
and implemented a policy on prevention, prohibition and
redressal of complaints related to sexual harassment
of women at the workplace. The Company took all
necessary measures to ensure a harassment free
workplace and has instituted an Internal Complaints
Committee for redressal of complaints and to prevent
sexual harassment. No complaints relating to sexual
harassment were received during the year.

CORPORATE GOVERNANCE

As per Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, a separate section on 'Report on Corporate
Governance’ practices followed by the Company,
together with a certificate from the Secretarial
Auditors of the Company confirming compliances
forms integral part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according
to the information and explanations obtained by them,
your Directors make the following statements in terms
of Section 134 (3) (c) read with 134 (5) of the Companies
Act, 2013 that:

a. In the preparation of the annual accounts for
the year ended 31st March, 2025, the applicable
accounting standards have been followed along
with proper explanation relating to material
departures, if any;

b. The directors have selected such accounting
policies and applied them consistently and made
judgements 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 at 31st March,
2025 and of the profit of the Company for the year
ended on that date;

c. 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;

d. The annual accounts have been prepared on a
going concern basis;

e. The Directors had laid down internal financial
controls to be followed by the Company and
thatsuch internal financial controls are adequate
andwere operating effectively; and;

f. The Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate andoperating effectively.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT,
TECHNOLOGY ABSORPTION

A) Conservation of Energy:-

i. The Company has taken all effective steps
to conserve the energy by installing latest
equipment’s for conservation of energy. As
a stand-by arrangement in case of no supply
of electricity, the Company has installed
generator set.

ii. The cumulative effect of the Energy
conservations steps taken by the Company
has considerably reduced the consumption of
Energy and saved the cost.

iii. The Company has installed Solar in
its manufacturing facility for Energy
conservation.

iv. The Company is not required to mention per
unit consumption of Energy in "form A”.

B & C) Technology Absorption and Expenditure on
Research & Development:-

The Company has deployed indigenous technology
to manufacture its products. The Company is also
taking steps to upgrade its technology to improve
the quality of its product so as to make same cost
effective and compete in international market.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has earned foreign exchange of W 9,357.72
Lacs (Previous year W 14,558.81 Lacs) through exports,
whereas the Company paid / payable foreign exchange
of W 143.54 Lacs (Previous Year W 91.96 Lacs) towards
machinery / equipments. Further payments made in
foreign exchange of W 406.11 Lacs (Previous Year W
1099.21 Lacs) towards other expenses.

INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

A detailed disclosure with regard to the IEPF related
activities undertaken by your Company during the year
under review forms part of the Report on Corporate
Governance.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the
Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Board of
Directors of your Company has constituted a Corporate
Social Responsibility ("CSR”) Committee which is chaired
by Mr. Aditya Kumar Halwasiya, Managing Director of
the Company, the other members of the committee are
Ms. Shaina Narendrasingh Chudasama, Non-Executive
Director, Mr. Ajay Kumar Halwasiya, Executive Director
and Mr. Akshay Kumar, Independent Director. Your
Company also has in place a CSR policy and the same
is available on the website of the Company at https:,/
www.cupidlimited.com/wpcontent/uploads/2020/07/05 001
CG 01CSR-Policy.pdf A detailed report as per Rule 8 of
the Companies (Corporate Social Responsibility Policy)
Rules, 2014 is attached as "Annexure 2” forming part of
this report.

AUDIT COMMITTEE

The Audit Committee now headed by Mrs. Rajni Mishra
as Chairperson of the committee. Mr. Thallapaka
Venkateswara Rao and Ms. Smeeta Bhatkal are
Members. The details of all related party transactions, if
any, are placed periodically before the Audit Committee.
During the year, there were no instances where the
Board had not accepted the recommendations of the
Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is headed
by Mr. Rajinder Singh Loona as Chairperson of the
committee. Mr. Thallapaka Venkateswara Rao and Mr.
Santosh Desai are the members of committee. During
the year, there were no instances where the Board had
not accepted the recommendations of the Nomination
and Remuneration Committee.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee is headed by
Mr. Rajinder Singh Loona as Chairman of the committee.
Mr. Aditya Kumar Halwasiya and Mr. Ajay Kumar
Halwasiya are the members of committee. During the
year, there were no instances where the Board had
not accepted the recommendations of the Stakeholder
Relationship Committee.

RISK MANAGEMENT COMMITTEE

The Risk Management Committee is headed by Mr.
Akshay Kumar as Chairman of the committee. Mr. Aditya
Kumar Halwasiya and Mr. Ajay Kumar Halwasiya are
the members of committee. During the year, there were
no instances where the Board had not accepted the
recommendations of the Risk Management Committee.

PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT
DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013
and regulation 17 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the performance evaluation of the
Independent Directors is carried out by other non¬
independent directors on the basis of their contribution
towards important aspects of the company and active
participation on the board. The Directors express their
satisfaction with the evaluation process.

Further, the company have constituted Performance
Evaluation Policy to evaluate the performance
of Independent Directors and the said policy
is available on the website of the company at
https://www.cupidlimited.com/wp-content/
uploads/2020/07/Performance Evaluation.pdf

REMUNERATION OF DIRECTORS

Pecuniary Relationship or Transactions with the Non¬
Executive Directors:

There was no any pecuniary relationship or transaction
took place between the company and its non-executive
directors.

Criteria of making payments to non-executive
directors:

Company is paying the sitting fees as decided by the
board for attending the board meetings and various
committee meetings and profit related commission as
approved by the shareholders to all the non-executive
directors. Further, Company reimburses out of pocket
expenses incurred by all the non-executive directors of
the Company in connection with various affairs of the
company.

PARTICULARS OF EMPLOYEE

The disclosure required under section 197 of the
Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as
"Annexure 3”.

A statement comprising the names of top 10 employees
in terms of remuneration drawn and every person
employed throughout the year, who were in receipt
of remuneration in terms of Rule 5(2) and Rule 5(3)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed as
Annexure '4’ and forms an integral part of this annual
report. The said Annexure is not being sent along with
this annual report to the members of the Company in line
with the provisions of Section 136 of the Act. Members
who are interested in obtaining these particulars may
write to the Company Secretary at the Registered
Office of the Company. The aforesaid Annexure is also
available for inspection by Members at the Registered
Office of the Company, 21 days before and up to the
date of the ensuing Annual General Meeting during the
business hours on working days.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your company built robust practices to elevate
performance to higher standards by aligning
organizational goals to departmental and individual
goals. A periodic review mechanism ensures that
employees stay focused and incorporate course
correction through the feedback process.

Your company institutionalized a structured framework
to identify critical talent within the organization and to
educate them on business-critical skills and provide
exposure through business-impact projects to improve
their readiness to perform higher roles. A differentiated
compensation philosophy ensures that critical talent
is paid competitively. This dual pronged approach has
helped enhance the retention of critical talent.

During the year under review, the industrial relations
remained cordial and peaceful.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES

During the year under review, the Company has
incorporated its wholly owned subsidiary "Cupid Invesco
Limited” in Jebel Ali Free Zone, UAE. The said wholly
owned subsidiary is not operative as on March 31, 2025
and hence providing the information in the prescribed
Form AOC-1 is not applicable to the Company.

CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management
Discussion and Analysis Report describing the
Company’s objectives, projections, estimates,
expectations or predictions may be 'forward-looking
statements’ within the meaning of applicable securities
laws and regulations. Actual results could differ
materially from those expressed or implied. Important
factors that could make difference to the Company’s

operations include raw material availability and its
prices, cyclical demand and pricing in the Company’s
principal markets, changes in Government regulations,
Tax regimes, economic developments within India and
other ancillary factors.

ACKNOWLEDGEMENT

Your Directors wish to place on record deep sense of
appreciation to the employees for their contribution
and services. Company’s consistent growth has been
possible by their hard work, solidarity, co-operation and
dedication during the year.

Your Directors thank the Government of India, the
State Governments, various statutory and regulatory
authorities for their co-operation and support to
facilitate ease in doing business. Your Directors also
wish to thank its customers, business associates,
distributors, channel partners, suppliers, investors and
bankers for their continued support and faith reposed
in the Company.

For and on behalf of the Board of Directors

Aditya Kumar Halwasiya
Chairman and Managing Director
Din No.: 08200117

CIN No. : L25193MH1993PLC070846
REGISTERED OFFICE

A - 68, M. I. D. C. (Malegaon), Sinnar, Nashik,
Maharashtra- 422113

Place: Mumbai
Date: 8^th August, 2025