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Company Information

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PARTY CRUISERS LTD.

30 January 2026 | 12:00

Industry >> Services - Others

Select Another Company

ISIN No INE06ZX01015 BSE Code / NSE Code / Book Value (Rs.) 38.85 Face Value 10.00
Bookclosure 18/04/2023 52Week High 127 EPS 6.96 P/E 11.56
Market Cap. 96.01 Cr. 52Week Low 63 P/BV / Div Yield (%) 2.07 / 0.00 Market Lot 1,000.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

The Directors are pleased to present to you the 31st Annual Report of Party Cruisers Limited (“The
Company” or “Your Company”) along with the Audited Financial Statements for the Financial Year ended
March 31, 2025.

COMPANY OVERVIEW

Party Cruisers Limited is a distinguished event management company that specializes in creating
extraordinary and seamless event experiences. With a strong foundation in curating and executing
weddings that reflect individual stories of love, we extend our expertise to a wide array of events. Our
dedicated team of event professionals thrives on innovation, attention to detail, and a commitment to
exceeding expectations, making us the premier choice for any occasion.

FINANCIAL HIGHLIGHTS

The table below gives the financial highlights of the Company for the year ended 31st March, 2025, as
compared to the previous year:

(Amt in 000')

Particulars

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Total Income

11,14,632

6,11,785

11,71,277

6,39,316

Total Expenses

10,03,716

5,28,445

10,55,303

5,55,564

Profit before extraordinary items and
tax

1,10,916

83,340

1,15,974

83,752

Extraordinary Items

-

-

-

-

Profit before tax

1,10,916

83,340

1,15,974

83,752

Tax expense

1. Current Tax

32,671

21,500

(32,838)

(21,531)

2. Deferred Tax

(833)

(351)

1013

351

3. Excess/(Short) Provision of Tax for
earlier years

0

0

0

0

Profit / (loss) after tax for the year

79,077

62,191

84,149

62,571

Less: Share of Minority Interest

-

-

1,116

89

Net profit after Minority Interest

-

-

83,033

62,482

PERFORMANCE REVIEW

On a Standalone basis, your Company earned revenue of Rs. 11,14,632 thousand for the FY 2024-25 as
compared to Rs. 6,11,785 thousand in the previous year The operations have recorded a Profit of Rs.
79,077 thousand as compared to a Profit of Rs. 62,191 thousand in the previous year.

The total consolidated revenue of the Company for FY 2024-25 stood at Rs. 11,71,277 thousand as
compared to Rs. 6,39,316 thousand in the previous year The consolidated operations have recorded a
profit of Rs. 83,033 thousand as compared to a profit of Rs. 62,482 thousand in the previous year

Detailed information on operational and financial performance of the Company for the financial year is
given in the Management Discussion and Analysis Report which is set out separately with the Directors'
Report.

STATE OF COMPANY'S AFFAIRS AND OPERATIONS

The Company aims at turning visions into reality, transforming ordinary events into extraordinary
memories that last a lifetime. Whether it's an intimate wedding, a grand corporate gala, or a themed
birthday celebration, our team is dedicated to infusing creativity, precision, and passion into every event
we undertake.

SHARE CAPITAL STRUCTURE
Authorised Capital:

The Authorised Equity Share Capital as on 31st March, 2025 stood at Rs. 12,00,00,000/- (Rupees Twelve
Crore) comprising of 1,20,00,000 (One Crore Twenty Lakh) Equity Shares of the face value of Rs. 10/-
(Rupees Ten) each.

Issued, Subscribed and Paid up Capital:

However, the paid-up Share Capital of the Company stood at Rs. 11,92,61,210/- (Rupees Eleven Crore
Ninety Two Lakh Sixty One Thousand Two Hundred and Ten Only) comprising of 1,19,26,121 (One Crore
Nineteen Lakh Twenty Six Thousand One Hundred and Twenty One) Equity Shares of the face value of
Rs.10/- (Rupees Ten) each. The paid-up Share Capital of the Company as on 31st March, 2024 stood at
Rs. 11,23,77,100/- (Rupees Eleven Crore Twenty Three Lakh Seventy Seven Thousand One Hundred
Only) consisting of 1,12,37,710/- (One Crore Twelve Lakh Thirty Seven Thousand Seven Hundred and
Ten) Equity Shares of the face value of Rs. 10/- (Rupees Ten) each. During the year, the Paid-up Capital
was increased from Rs. 11,23,77,100/- to Rs. 11,92,61,210/-

The details of stock options granted and vested during the year are provided in the Notes to Accounts in
the financial statements.

ISSUE OF EQUITY SHARES PURSUANT TO CONVERSION OF SHARE WARRANTS

During the previous year, the Company allotted 6,36,297 fully convertible warrants on 5th February,
2024 to a non-promoter on a preferential basis at a price of ^78.59 per warrant (including a premium
of ^68.59 per warrant). Upon receipt of the balance 75% of the warrant subscription money from the
holders, the said warrants were converted into 6,36,297 equity shares.

DIVIDEND

In order to preserve funds for future business endeavours and to consolidate the financial position of
the Company, your Directors have not recommended any dividend for the year.

SUBSIDIARIES

The Company has 4 (Four) Subsidiaries, Sanchjana Petals and Flowers Private Limited, PCL Events
(HYD) Private Limited (Formerly known as Glint Designs Private Limited), Leo Ace Events Private
Limited and Party Cruisers Events LLC as on 31st March, 2025. The details of Business carried on by the
Subsidiary Companies are as follows:

Sanchjana Petals and Flowers Private Limited was incorporated on 12/11/2022 situated at Mumbai
and is a 100% Subsidiary of your Company. Sanchjana Petals and Flowers Private Limited is engaged in
the Business of planning, organising, managing events like picnics, parties, corporate events and other
e-commerce and online activities.

PCL Events (HYD) Private Limited (Formerly known as Glint Designs Private Limited) was

incorporated on 29/07/2024 situated at Mumbai and the Holding Company through its authorized
representative Mr. Zuzer Hatim Lucknowala holds 51% of Shares in the Subsidiary Company. PCL Events
(HYD) Private Limited is engaged in the Business of retail and wholesale trade of all kinds of decorative
lights, structures, artworks, artifacts, furniture and fixtures.

Leo Ace Events Private Limited was incorporated on 12/07/2024 situated at Mumbai and the Holding
Company through its authorized representative Mr. Zuzer Hatim Lucknowala holds 51% of Shares in the
Subsidiary Company. Leo Ace Events Private Limited is engaged in the Business of Event Management.

Party Cruisers Events LLC was incorporated on 11/10/2023 situated at Dubai (UAE) and the Holding
Company through its authorised representative Mr. Zuzer Lucknowala holds 70% of Shares in the
Subsidiary Company.

Party Cruisers Events LLC is engaged in the business of filming of parties and events, managing and
organizing of events, parties and entertainment services and such other services related to the event
management.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS:

During the year under review, the following mentioned were the Directors of the Company as on March
31,2025:

Sr.

No

Name of Directors

DIN/PAN

Designation

1.

Mr. Zuzer Hatim
Lucknowala

00979509

Managing Director

2.

Mrs. Rachana Zuzer
Lucknowala

02466195

Managing Director

3.

Mr. Firoz Hatim
Lucknowala

01553122

Executive Director

4.

Mr. Armaan Zuzer
Lucknowala

07961568

Non-Executive Non
Independent Director

5.

Mr. Sameer Prem Bhagat

08614642

Independent Director

6.

Ms. Bina Trivedi

01476999

Independent Director

7.

Mr. Shailesh Hemani

00082167

Independent Director

8.

Mr. Mubaraka Kaunain
Jaliwala

08614667

Independent Director

9.

Ms. Phyllis Anthony
Polekad

AJJPP7048R

Chief Financial Officer

10.

Mrs. Namrata Subhash
Singh Negi

AMNPN1185C

Company Secretary &
Compliance Officer

11.

Mr. Asit Oberoi

09089783

Non- Excecutive Non¬
Independent Director

12.

Mr. Cyrus Rohinton Shroff

03205780

Non-Executive Non¬
Independent Director

APPOINTMENT DURING THE YEAR

• Ms. Bina Trivedi was appointed w.e.f. 24th August, 2024 as an Additional Non-Executive Independent
Director of the Company and he was regularised as Non-Executive Independent Director of the
Company at the 30th Annual General Meeting.

• Mr. Shaileshkumar Hemani was appointed w.e.f October 17, 2024 as an Additional Non-Executive
Independent Director of the Company and he was regularised as Non-Executive Independent
Director of the Company at the Extra-Ordinary General Meeting of the Company held on November
16, 2024.

• Ms. Rachana Zuzer Lucknowala was appointed w.e.f October 17, 2024 as an Managing Director of the
Company and the Extra-Ordinary General Meeting of the Company was held on November 16, 2024
for shareholders' approval.

• Ms. Riddhima Gupta was appointed as Company Secretary & Compliance Officer of the Company w.e.f
9th July, 2025.

• Mr. Firoz Hatim Lucknowala was appointed as the Chief Financial Officer of the Company w.e.f
September, 02, 2025.

RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Act, read with Companies (Appointment and
Qualification of Directors) Rules, 2014, Mr. Zuzer Hatim Lucknowala (DIN: 00979509), retires by
rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re¬
appointment and your Board has recommended his re-appointment.

Pursuant to Regulation 36(3) of the SEBI Listing Regulations, brief resume of the Director proposed for
appointment/re-appointment has been given in the statement annexed to the Notice convening the
Annual General Meeting.

RESIGNATION DURING THE YEAR

• Mr. Shamaun Ahmed (DIN: 06969462) resigned from the office of Independent Director of the
Company due to his personal reasons on October 17, 2024.

• Ms. Samaa Nusrat Shah (DIN: 07554045) resigned from the office of Independent Director of the
Company due to personal reasons on August 24, 2024.

• Ms. Namrata Subhash Singh Negi, Company Secretary & Compliance Officer of the Company, resigned
w.e.f June 16, 2025.

• Ms. Phyllis Anthony Polekad, Chief Financial Officer of the Company resigned w.e.f August 14, 2025.
CODE OF CONDUCT FOR DIRECTOR'S & SENIOR MANAGEMENT

The Board has adopted a Code of Conduct for Directors & Senior Management in accordance with the
provisions of the Companies Act, 2013 and Regulation 17(5) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Code also incorporates the duties of Independent Directors. All
the Board Members and Senior Management Personnel have confirmed compliance with the Code. A
copy of the Code has been put on the Company's website.

FAMILIARIZATION PROGRAMME FOR DIRECTORS

At the time of appointment of the Director, a formal letter of appointment is given to the Director. The
Director is also explained in detail the roles, functions, duties and responsibilities expected from
him/her and also compliance required from him/her under the Companies Act, 2013, and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015. Further
the Managing Director also holds one to one discussion with the newly appointed Director to familiarize
him/her with the Company's operations.

The Board of Directors has complete access to the information within the Company. Presentations are
regularly made to the Board of Directors and various Committees of the Board. The details of the
Company's familiarization programme for Independent Directors can be accessed at company'

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination, Remuneration and Compensation Committee of the Company has laid down the criteria
for performance evaluation of the Board and individual directors including the Independent Directors
and Chairperson covering various aspects of the Board's functioning such as adequacy of the
composition of the Board and its committees, Board Culture, execution and performance of specific
duties, obligations and governance. It includes circulation of evaluation forms separately for evaluation
of the Board, its Committees, Independent Directors / Non-Executive Directors / Executive Directors
and the Chairman of your Company

The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance
of individual Directors including the Chairman and the Managing Director on their personal
performance, participation, contribution and offering guidance and understanding of the areas which
were relevant to them in their capacity. The Directors were also assessed on selected parameters related
to roles, responsibilities and obligations of the Board and functioning of the Committees including
assessing the quality, quantity and timeliness of flow of information between the Company's
Management and the Board which is necessary for the Board to effectively and reasonably perform their
duties.

In a separate meeting of Independent Directors held on March 20, 2025, performance of Non¬
Independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking
into account the views of Executive Directors and Non-Executive Directors.

The Board expressed its satisfaction with the evaluation results, which reflects the high degree of
engagement of the Board and its Committees with the Company and its Management.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have furnished necessary declarations to the Company
under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence
as prescribed for independent directors under Section 149(6) of the Act and Regulation 16(b) of the
SEBI Listing Regulations.

In the opinion of the Board, all the Independent Directors possess the requisite qualifications, expertise
and experience including the proficiency required to be Independent Directors of the Company, fulfil the
conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent
of the management and have also complied with the Code for Independent Directors as prescribed in
Schedule IV of the Act.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, your Directors state that:

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

2. They 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 at 31st March, 2025 and profit of the Company for the year ended on
that date;

3. 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;

4. They have prepared the annual accounts on a going concern basis;

5. They have laid down proper internal financial controls to be followed by the Company and they
were adequate and operating effectively and

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws
and such systems were adequate and operating effectively

BOARD COMMITTEES

The Board of Directors of the Company has constituted various Committees in compliance with the
provisions of the Companies Act, 2013 and SEBI Listing Regulations, such as Audit Committee,
Nomination, Remuneration and Compensation Committee, and Stakeholders' Relationship Committee.

All decisions pertaining to the constitution of the Committees, appointment of members and fixing of
terms of reference/role of the Committees are taken by the Board of Directors.

AUDIT COMMITTEE

The Composition of Audit Committee as on 31st March, 2025 is :-

Name

Designation in committee

Nature of Directorship

Mr. Sameer Prem Bhagat

Chairman

Non-Executive Independent Director

Ms. Mubaraka Jaliwala

Member

Non-Executive Independent Director

Mrs. Rachana Zuzer
Lucknowala

Member

Executive Director

NOMINATION REMUNERATION AND COMPENSATION COMMITTEE

The Composition of Nomination, Remuneration and Compensation Committee as on 31st March, 2025
is:-

Name

Designation In Committee

Nature of Directorship

Ms. Mubaraka Jaliwala

Chairman

Non-executive Independent Director

Mr. Sameer Prem Bhagat

Member

Non-Executive Independent Director

Mr. Armaan Zuzer
Lucknowala

Member

Non-Executive Director

STAKEHOLDER RELATIONSHIP COMMITTEE

The Composition of Stakeholder Relationship Committee as on 31st March, 2025 is:-

Name

Designation In Committee

Nature of Directorship

Ms. Mubaraka Jaliwala

Chairman

Non-executive Independent Director

Mr. Sameer Prem Bhagat

Member

Non-Executive Independent Director

Mr. Firoz Hatim Lucknowala

Member

Executive Director

INTERNAL COMPLAINTS COMMITTEE UNDER POSH

The Composition of Internal Complaints Committee as on 31st March, 2025 is :-

Name

Designation In Committee

Nature of Directorship

Mrs. Phyllis

Anthony

Chairman/

CFO

Polekad

Presiding Officer

Ms. Bina Trivedi

Member

Non-Executive Independent Director

Ms. Rachana
Lucknowala

Zuzer

Member

Executive Director

RISK MANAGEMENT

The Company has Risk Management Systems in place including identification of elements of risk, if any,
which in the opinion of the Board may threaten the existence of the Company. After identifying the risk
and assessing the level of impact, controls are put in place to mitigate the risk by the concerned
executives/the Board to control the exposure of the risk and balance the impact of risk on a continuous
basis.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has Whistle Blower Policy encompassing vigil mechanism to report genuine concerns and
grievances. The policy provides adequate safeguards against victimisation of persons who use the

Whistle Blower mechanism. It provides appropriate avenues to the employees to bring to the attention
of the management any issue, which is perceived to be in violation or in conflict with the fundamental
business of the Company. The employees are encouraged to voice their concerns by way of whistle
blower policy and have been given access to the Audit Committee. The policy is available on the website
of the Company
at https://www.partycruisersindia.com/

MEETINGS OF THE BOARD AND COMMITTEES

The Board met 6 (Six) times during the financial year. The gap between these meetings was within the
prescribed period under the Act and SEBI Listing Regulations.

The Audit Committee met 4 (Four) times during the financial year, Nomination and Remuneration
Committee met 2 (Two) times during the year. The gap between these meetings was within the
prescribed period under the Act and SEBI Listing Regulations.

BOARD MEETING

Sr. No

Date of the Meeting

Number of Directors Present in the
Meeting

1

14th May, 2024

5

2

24 th August, 2024

6

3

17th October, 2024

7

4

13th November, 2024

5

5

10th December, 2024

5

6

21st March, 2025

5

AUDIT COMMITTEE MEETING

Sr. No

Date of the Meeting

Number of Members Present in the
Meeting

1

14th May, 2024

3

2

24 th August, 2024

3

3

13th November, 2024

3

4

21st March, 2025

3

NOMINATION AND REMUNERATION COMMITTEE MEETING

Sr. No

Date of the Meeting

Number of Members Present in the
Meeting

1

24 th August, 2024

3

2

13th November, 2024

3

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Board of Directors affirms that the Directors have devised proper systems to ensure compliance
with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries
of India and that such systems are adequate and operating effectively. The Company has complied with
the applicable Secretarial Standards.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made there under
the Company has appointed
Ms. Zalak Mehta, Proprietor of M/s. Zalak Mehta & Associates a

Company Secretary in Practice to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for the year under review issued by M/s. Zalak Mehta & Associates is
annexed to this Report as
Annexure A.

Further, in terms of the provisions of the Circular No. CIR/CFD/ CMD1/27/2019 dated 8th February,
2019 issued by Securities and Exchange Board of India, the Company has obtained the Annual Secretarial
Compliance Report for the financial year ended 31st March, 2025, thereby confirming compliance of the
applicable SEBI Regulations and circulars / guidelines issued thereunder, on behalf of the Company.

STATUTORY AUDITORS

At the 30th Annual General Meeting of the Company held in the year 2024, the Shareholders had
approved the appointment of M/s. Ramanand & Associates, Chartered Accountants, (Firm Registration
No.117776W), as the Statutory Auditors of the Company for a period of five years from the conclusion
of the 30th AGM till the conclusion of the 35th AGM., in terms of the applicable provisions of Section
139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

The Auditors' Report on the Financial Statements of the Company for the year under review, “with a
qualified opinion”, as given by the Statutory Auditors, is disclosed in the Financial Statements forming
part of this Annual Report.

The Notes to the Financial Statements are self-explanatory and do not call for any further comments.
INTERNAL AUDITORS

The Board had appointed M/s. Rahul P Agarwal & Co., Chartered Accountant as the Internal Auditor of
the Company for the FY 2024-25.

AUDITOR'S REPORT

The Auditors' Report on the Financial Statements of the Company for the year under review, “with a
qualified opinion”, as given by the Statutory Auditors, is disclosed in the Financial Statements forming
part of this Annual Report. The Auditor's report contains the following audit qualification:

Audit Qualification

Qualified opinion

Managements Response

Trade receivable includes amount Rs. 14.22
Lakhs which were outstanding for substantial
period of time. In this regard management is in
the opinion that this balances not required any
adjustment in the books of account and this will
be settled in due course of business.

With respect to confirmation from trade
receivable we would like to inform that major
parties are individual and not maintain books of
accounts. Therefore, we are unable to get those
confirmation.

Auditors Comments

Trade receivable includes amount Rs. 14.22
Lakhs which were outstanding for substantial
Period of time, it is observed that contention of
management can be relied upon from the
evidence that company is regularly doing
business with the some of the Parties whose
balance are payable by the company. It is also
observed that some of long outstanding trade
receivables are Settled subsequently.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the Statutory Auditors nor Secretarial Auditors have reported to
the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against your
Company by its officers and employees, details of which would need to be mentioned in the Directors'
Report.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return
of the Company for the financial year ended 31st March, 2025 is uploaded on the website of the Company
and can be accessed at
https://www.partycruisersindia.com/

PUBLIC DEPOSITS

During the financial year under report the Company has not accepted deposits within the meaning of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The 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 TRANSACTIONS

All related party transactions that were entered into during the year were on arm's length basis and in
the ordinary course of business. The Audit Committee has approved the related party transactions and
subsequently the same were approved by the Board of Directors from time to time and the same are
disclosed in the Financial Statements of the Company for the year under review.

Further, pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board of Directors
has, on recommendation of its Audit Committee, adopted a Policy on Related Party Transactions and the
said policy is available on the website of the Company
https://www.partycruisersindia.com/wp-
content/uploads/2022/08/Policy-on-Related-Party-Transactions.pdf

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

The Company ensures optimized and efficient consumption of energy in all the offices/branches of the
Company. With the implementation of its digital initiatives the Company has also substantially reduced
its paper consumption. The Company has always leveraged technological innovations to improve its
operational efficiency and satisfy and retain our customer base.

Foreign Exchange Earnings & Outgo

Earnings: Nil
Outgo - Nil

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company's internal financial control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. The
Company's internal financial control over financial reporting includes those policies and procedures
that pertains to maintenance of records, provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements and provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets
that could have a material effect on the financial statements.

The Company's Board and Audit Committee reviews the adequacy and effectiveness of internal control
systems, internal audit reports and legal compliances and provides guidance for further strengthening
them. The Audit Committee reviews all quarterly and yearly financial results of the Company and
recommends the same to the Board for its approval.

SIGNIFICANT AND MATERIAL ORDERS IMPACTING GOING CONCERN STATUS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company's operations in future.

MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Act are not applicable to the Company Accordingly, there is no
requirement of maintenance of cost records as specified under Section 148(1) of the Act.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended
from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading and
Policy on Disclosure of Material Events/ Information which is applicable to all Directors and the
Designated Employees of the Company. The Code lays down the guidelines, which advices on the
procedures to be followed and disclosures to be made while dealing in shares of the Company and
indicate the consequences of non-compliance. A copy of the Code has been put on the Company's
website.

HUMAN RESOURCES

As a service Company, the Company's operations are heavily dependent on qualified and competent
personnel. As on 31st March 2025, the total strength of the Company's permanent employees stood at
67 excluding casual & contract staff. Your Company takes significant effort in training all employees at
various levels.

MANAGEMENT ANALYSIS AND DISCUSSION REPORT

As per Regulation 34(2)(e) of SEBI Listing Regulations, a separate section on Management Discussion
and Analysis Report highlighting the business of your Company forms part of the Annual Report. It, inter-
alia, provides details about the economy, business, performance review of the Company's various
businesses and other material developments during the year 2024-25 and is separately attached as
Annexure B

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified
under Section 197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendments
thereof. The information containing particulars of employees as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Company has undertaken CSR activities during the
financial year 2024-25. The Company has spent an amount of ^11,00,000/- (Rupees Eleven Lakhs only)
towards its CSR obligations, which has been contributed to
Jeevan Jyoti Educational Society for carrying
out educational and related welfare initiatives. The CSR expenditure is in line with the activities specified
in Schedule VII of the Companies Act, 2013 and the CSR Policy of the Company

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

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on
prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules framed there under.

The Company has constituted an Internal Complaints Committee as per Section 4 of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors state that during the year under review, there were no cases filed pursuant to the above
Act.

EMPLOYEES' STOCK OPTION PLAN 2022 & 2023 (ESOP 2022 & 2023)

The Nomination, Remuneration and Compensation Committee of the Board of Directors of the Company,
inter alia, administers and monitors the Employees' Stock Option Plan of the Company in accordance
with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014
(“SEBI Regulations”). During the year under review, there was no change in the ESOP scheme of the
Company.

The company has two operative Employee Stock Option Scheme i.e. Employees Stock Option Plan 2022
(“ESOP 2022”), Employee Stock Option Plan 2023 (“ESOP 2023”) with an objective to reward the eligible
employees for their performance in the company and to share the wealth created by the company with
them.

The above Schemes are in line with the Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014 (“SBEB Regulations”). The Company has obtained certificates from the
Auditors of the Company stating that the Schemes have been implemented in accordance with the SBEB
Regulations and the resolutions passed by the members.

The details as required to be disclosed under the SBEB Regulations are attached herewith in Annexure
C.

MATERNITY POLICY:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961.
All eligible women employees have been extended the statutory benefits prescribed under the Act,
including paid maternity leave, continuity of salary and service during the leave period, and post¬
maternity support such as nursing breaks and flexible return-to-work options, as applicable. The
Company remains committed to fostering an inclusive and supportive work environment that upholds
the rights and welfare of its women employees in accordance with applicable laws.

POLITICAL CONTRIBUTION:

The Company has neither made any political contributions during the year nor disclosed the absence of
such contributions as required under Section 182 of the Companies Act, 2013.

INSOLVENCY AND BANKRUPTCY CODE

During the financial year under review, no applications was made or proceeding initiated against the
Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the
end of the financial year 2024-25.

MATERIAL CHANGES AND COMMITMENTS

There has been no change in the nature of business during the year There have been no material changes
and commitments affecting the financial position of the Company which have occurred between the end
of the financial year of the Company to which the financial statements relate and the date of this Report.

RBI GUIDELINES

The Company continues to be in compliance with the RBI Directions.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the co-operation and continued support
received from customers, shareholders, investors, parent company, collaborators, vendors, financial
institutions, banks, regulatory authorities and the society at large during the year. Your Directors
recognize and appreciate the efforts and hard work of all the employees of the Company and their
continued contribution to its progress.

For and on behalf of the Board of Directors
Sd/-

Zuzer Lucknowala
Chairman & Managing Director
(DIN: 00979509)

Place: Mumbai
Date: 02.09.2025