The Directors of your Company take pleasure in presenting its 28th Annual Report on the
business and operations of the Company together with financial statements for the financial
year ended the 31st March, 2025.

OPERATIONS - FINANCIALS

The summarized standalone and consolidated financial results of the Company for the financial
year ended the 31st March, 2025 as compared to the previous year are as under:

FINANCIAL PERFORMANCE

Highlights of the Standalone Results:

Ý Revenue from operations for the year
ended 31st March, 2025, was Rs. 6,885.42
lakhs, compared to Rs. 3,271.73 lakhs in
the previous financial year, indicating a
increase of 210.45%.

Ý EBITDA (including other income) for
the year ended 31st March, 2025, was
Rs.807.38 lakhs, compared to
Rs.532.60 lakhs in the previous
financial year, showing an increase of
151.59%.

Ý PAT for the year ended 31st March,
2025, was Rs. 538.74 lakhs, compared
to Rs. 362.18 lakhs in the previous
financial year, indicating an increase
of 148.74%.

Highlights of the Consolidated Results:

Ý Revenue from operations for the year
ended 31st March, 2025, was Rs.
6,885.45 lakhs, compared to Rs.
3,324.67 lakhs in the previous financial
year, indicating an increase of
207.10%.

Ý EBITDA (including other income) for
the year ended 31st March, 2025, was
Rs. 794.62 lakhs, compared to Rs.
503.75 lakhs in the previous financial
year, showing an increase of 157.74%.

Ý PAT for the year ended 31st March,
2025, was Rs. 517.14 lakhs, compared
to Rs. 323.39 lakhs in the previous

financial year, indicating an increase
of 159.91%.

INDUSTRY UPDATE

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

The global events industry is expected to
experience significant growth by 2035,
driven primarily by increasing government
and corporate sponsorship. With a projected
CAGR of 6.8%, the market size is expected to
increase from USD 1,552.9 (2025) Billion to
USD 12.5 trillion (2035).

Similarly, the Indian Event and Exhibition
Market is anticipated to expand from USD
5.66 billion in 2025 to USD 8.44 billion by
2030, reflecting a CAGR of 8.31% during the
forecast period (2025-2030).

STATE OF COMPANY'S AFFAIRS

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

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

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

DIVIDEND

The Board in its meeting held on 20^th May,
2025, has not recommended any Dividend
for the Financial Year ended on 31^st March,
2025 in order to prioritize future expansion
and business development. This decision has
been taken in the best interest of the
Company and its shareholders, with a focus
on sustainable growth, long-term expansion
and value creation.

TRANSFER TO RESERVES

During the financial year, the Company has
not transferred any amount to the general
reserve. The closing balance of the retained
earnings of your Company for FY 2024-25,
after all appropriations and adjustments,
was Rs. 2183.06 Lakhs.

CONSOLIDATED_FINANCIAL

STATEMENTS

As per Regulation 33 of the SEBI (Listing
Obligations & Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"),
applicable provisions of the Companies Act,
2013 ("Act") read with the rules issued
thereunder and Indian Accounting Standard
(Ind AS)-110 on Consolidated Financial
Statements, the Audited Consolidated
Financial Statement for the Financial Year

ended 31^st March, 2025 is provided in the
Annual Rep ort.

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

SHARE CAPITAL

The Authorized Share Capital of the
Company is Rs. 20,00,00,000 divided into
2,00,00,000 Equity Shares of Rs. 10/- (Rupees
Ten only) each. The Paid-up Capital of the
Company is Rs. 11,08,12,450 divided into
11,081,245 Equity Shares of Rs. 10/- each.
There is no change in the authorised, issued
and paid-up share capital of the Company
during FY 2024-25.

• During the year under review, your
company had issued on 28^th February,
2023, a total of 29,00,000 (Twenty-Nine
Lakhs) Warrants convertible into equal
number of Equity shares of face value of
Rs. 10/- each at a price of Rs. 102/-
(including premium of Rs. 92/ -) to Non-
Promoter/Public category upon the
receipt of 25% of the subscription money,
in accordance with the provisions of
Chapter V of the Securities and Exchange
Board of India (Issue of Capital and
Disclosure Requirements) Regulations,
2018 ("SEBI ICDR Regulations").

• Further, in this regard, out of the total 12
(Twelve) warrant holders, 11 (Eleven)
warrant holders exercised their option
and converted 9,00,000 (Nine Lakhs)
warrants into an equivalent number of
Equity Shares. However, 1 (One) warrant
holder, namely Fossil Cretions Private

Limited, did not exercise the option to
convert its 20,00,000 (Twenty Lakhs)
warrants into Equity Shares within the
prescribed period of 18 months from the
date of allotment, i.e., on or before
August 31, 2024.

• Accordingly, the Board of Directors, at
their meeting held on September 9, 2024,
noted that the upfront amount received
by the Company in respect of these
unconverted warrants, amounting to
^5,10,00,000 (Rupees Five Crore and Ten
Lakhs Only), representing 25% of the
issue price for the said 20,00,000
warrants, stands forfeited in accordance
with the provisions of Regulation 13 of
the SEBI ICDR Regulations.

DETAILS OF SUBSIDIARY / TOINT
VENTURE / ASSOCIATE COMPANIES

During the year under review, your
Company has one subsidiary viz.
MakeMeUp Private Limited & one wholly
owned subsidiary viz. WedAdvisor
Solutions Private Limited.

The salient features of the financial

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

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

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

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

1. MakeMeUp Private Limited, India
(Subsidiary)

The Company operates in the beauty
industry, connecting consumers with top
beauty professionals, products, and
experiences, while unifying the community
through strong business partnerships.

MakeMeUp has 2 verticals:

MakeMeUp Scho ol of Makeup
Events & Exhibitions

MakeMeUp School of Makeup

MakeMeUp School of Makeup is dedicated
to providing expert training in makeup
artistry. We offer high-quality education that
combines skill-building with a fulfilling
learning experience, encouraging students to
reach their full potential in a supportive,
excellence-driven environment.

Currently operating in New Delhi, our
mission is to help passionate individuals
build successful careers in makeup.

We offer four comprehensive courses:

• Professional Makeup Course

• Bridal Makeup Course

• Advanced Makeup Course

• Self Makeup Course

We also provide weekend and short-term
programs tailored for working professionals.

Events & Exhibition

A key driver of MakeMeUp's continued
growth and visibility has been our active
participation in industry events and
exhibitions. At the heart of this effort is our
flagship event — the MakeMeUp Festival —
an annual two-day celebration dedicated to
makeup, skincare, haircare, and
cosmetology.

We were proud to be supported by our
esteemed sponsors, Lotus and Makeup
Secrets, whose generous contributions were
instrumental in elevating the scale and
quality of the event. Special thanks also go to
Radio Mirchi, our official radio partner, for
amplifying our reach with extensive on-air
promotion and real-time event coverage.
Their involvement helped drive widespread
awareness and audience engagement.

2. WedAdvisor Solutions Private Limited,
India (Wholly-Owned Subsidiary)

WedAdvisor, incorporated on January 14,
2022, as a wholly owned subsidiary of
Touchwood, is committed to transforming
the fragmented wedding industry in India.
The platform serves as a digital bridge
connecting wedding vendors from across the
country with prospective customers,
allowing vendors to showcase their services
and broaden their market reach. For
customers, WedAdvisor offers a one-stop

solution for all wedding-related
requirements, acting as a comprehensive
hub for both industry professionals and
individuals planning their special occasions.

WedAdvisor Business Verticals:

WedAdvisor offers two unique services to its
users: Vendor Listings and Advisory
Support. The platform enables users to
explore and choose from a wide range of
wedding vendors based on their location,
service category, and specific needs. In
addition, our Wedding Space feature
provides a personalized virtual environment
where users can organize, manage, and
monitor every aspect of their wed ding —
from ven dor coordination to guest lists — all
in one place.

WedAdvisor provides users with two core
services: Vendor Discovery and Expert
Advisory. Through the platform, users can
easily browse and connect with a diverse
selection of wedding vendors tailored to
their location and specific requirements.
Complementing this, the Wedding Space is
an exclusive digital toolkit designed to help
users seamlessly plan and oversee their
entire wedding journey — from managing
vendor details to tracking guest information
— all within a centralized, user-friendly
interface.

Pursuant to Regulation 16 (1) (c) of the
Securities and Exchange Board of India
(Listing Obligations and Disclosure

Requirements) Regulations, 2015
(hereinafter "Listing Regulations"), a
material subsidiary in a year shall be a
subsidiary whose income or net worth
exceeds 10% of the consolidated income or

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

DEPOSITS

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

PARTICULARS_Of_LOANS,

GUARANTEES AND INVESTMENTS

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

RELATED PARTY TRANSACTION

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

The Board of Directors brought into picture,
wherever necessary and/or obligatory.
Therefore, the provision of Section 188 of the
Companies Act, 2013 were not attracted.
There are no materially significant Related

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

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

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

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

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

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

MATERIAL CHANGES AND
COMMITMENTS

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

TRANSFER OF UNCLAIMED DIVIDEND
TO THE INVESTOR EDUCATION &
PROTECTION FUND

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

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

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

LISTING OF SHARES

Your Company's equity shares are listed and
traded on National Stock Exchange of India
Ltd ('NSE') with ISIN INE486Y01013 &
Symbol TOUCHWOOD. The Company has
paid the annual listing fee for the Financial
Year 2024-2025 & 2025-2026 to the said Stock
Exchanges.

CHANGE IN THE NATURE OF
BUSINESS, if any

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

CORPORATE GOVERNANCE

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

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

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

DIRECTORS & KEY MANAGERIAL
PERSONNEL

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

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

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

RE-APPOINTMENT OF DIRECTORS

In accordance with the provisions of Section
152 of the Companies Act, 2013 and as per

the Articles of Association of the Company,
Mrs. Priyanka Arora (DIN: 07931265), shall
be retire by rotation at ensuing 28th Annual
General Meeting (AGM) and being eligible
offer herself for reappointment. The details
of Director seeking re-appointment at the
ensuing Annual General Meeting has been
provided in the Notice of the Annual
General Meeting, forming part of the Annual
Report.

The Board of Directors have recommended
their re-appointment. The resolution(s)
seeking members approval for their re¬
appointment form part of the AGM Notice.
Brief resume of the Director(s) seeking
appointment/ re-appointment, along with
other details, as stipulated under Regulation
36(3) of the SEBI Listing Regulations read
with the Secretarial Standard on General
Meetings, is provided in the Brief Profile of
Directors and Notice convening the AGM.

DECLARATION BY INDEPENDENT
DIRECTORS

The Company has received necessary
declarations from each Independent Director
as per the provisions of Section 149(7) of the
Companies Act, 2013, that they meet the
criteria of Independence as laid down in
Section 149(6) of the Companies Act, 2013
and Regulation 16 (1) (b) of the SEBI (LODR)
Regulations, 2015 ("the Listing
Regulations").

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

MEETING OF INDEPENDENT
DIRECTORS

In terms of requirements under Schedule IV
of the Companies Act, 2013 and Regulation
25 (3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015,
a separate meeting of the Independent
Directors was held on 12^th February, 2025.
The Independent Directors at the meeting,
inter alia, reviewed the following:

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

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

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

All the Independent Directors of the
Company have registered themselves with
the Indian Institute of Corporate Affairs
('IICA') towards the inclusion of their names
in the data bank and they meet the
requirements of proficiency self-assessment
test. The Company has received declarations
of independence in accordance with the
provisions of the Act as well as the LODR
Regulations from all the Independent
Directors.

MEETINGS OF THE BOARD OF
DIRECTORS

Regular meetings of the Board are held to
discuss and decide on various business
policies, strategies, financial matters and

other businesses. The schedule of the
Board/Committee meetings to be held in the
forthcoming quarter is circulated to the
Directors in advance to enable them to plan
their schedule for effective participation in
the meetings.

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

POLICY_ON_DIRECTOR'S

APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate
mix of Executive and Non-Executive
Independent Directors to maintain the
independence of the Board, and separate its
functions of governance and management.
As on the 31^st March, 2025, the Board consists
of ten members, one of whom is Whole-Time
Director, one Managing Director, three are
Executive Directors and five are
Independent Directors including one
woman Director. The Board periodically
evaluates the need for change in its
composition and size.

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

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

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

INFORMATION ON BOARD MEETING
PROCEDURE AND ATTENDANCE
DURING THE FINANCIAL YEAR 2024-25

The Board meetings of the Company are
conducted as per the provisions of the Act,
Listing Regulations and applicable
Secretarial Standards. Information as

mentioned in the Act and Schedule II to the
Listing Regulations and all other material
information, as may be decided by the
management, is placed for consideration of
the Board. Details on the matters to be
discussed along with relevant supporting
documents, data and other information is
also furnished in the form of detailed agenda
to the Board and the Committees concerned,
to enable directors take critical decisions and
accordingly advise the management.

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

PERFORMANCE EVALUATION OF THE
BOARD

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

The Board has followed the above policy for
the evaluation of its performance and that of
its Committees and individual Directors
including Chairman.

The Company is committed to benchmark
itself with best practices and standards in all
areas including Corporate Governance. To
this end, the Board has the analytical and
functional support of Committee of
Directors, Audit Committee & Nomination
& Remuneration Committee. The system

brings insight & effectiveness in to the
designated areas of Corporate Governance.

COMMITTEES OF THE BOARD

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

Ý Audit Committee,

Ý Nomination and Remuneration
Committee

Ý Stakeholders Relationship Committee

Ý Corporate Social Responsibility

Committee

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

DISCLOSURE ON STATEMENT OF
DEVIATION!S) OR VARIATION(S)

Pursuant to Regulation 32(1) of the SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015, We hereby
inform that because of evolving needs,
circumstances and Company's commitment to
optimizing capital allocation and enhancing
operational efficiency, your Board of Directors,
through board resolution passed on August
14, 2023 has decided to vary the objects of the
preferential issue as stated in the
explanatory statement of resolution
approved by members dated February 05,
2023. This variation was subsequently
approved by the shareholders through a
Special Resolution passed during the 26th

Annual General Meeting held on September
29, 2023.

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

During the year under review, an amount of
Rs. 14,28,00,000/- (Rupees Fourteen Crore,
Twenty-Eight Lakhs) was allocated and
utilized towards the modified objects. The
same has been utilized as follows:

• Modified Object 1: An amount of

^2,50,00,000 (Rupees Two Crore and
Fifty Lakhs Only) was allocated for the
growth and expansion of the business of
the subsidiary companies of Touchwood
Entertainment Limited, which is
expected to enhance the overall business
of the Company. The entire amount was
already utilized in the previous financial
year.

• Modified Object 2: An amount of

^10,00,00,000 (Rupees Ten Crore Only)
was allocated towards Capital
Expenditures for Business Expansion

and Purchase of Movable/Immovable
Assets. Out of this, an amount of
^3,32,15,690 has been utilized during the
year.

• Modified Object 3: An amount of
^1,78,00,000 (Rupees One Crore Seventy-
Eight Lakhs Only) was allocated towards
Working Capital Requirements, General
Corporate Purposes, and Repayment of
Loans. The entire amount was already
utilized in the previous financial year.

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

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

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

8. Policy for Preservation of Documents

9. Criteria for payment to Non-Executive
Directors

10. Code of Conduct and Fair Disclosure for
Prohibition of Insider Trading

11. Policy for determining material
subsidiaries

12. Dividend Distribution Policy
Business Responsibility Policy

13. Board Diversity Policy

14. Corporate Social Responsibility
Policy

BUSINESS RISK MANAGEMENT

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

Ý Formulating and implementing Risk
Management Policy;

Ý Overseeing and approving the
Company's enterprise-wide risk
management framework; and

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

infrastructure in place capable of
addressing those risks.

At present the Company has not identified

any element of risk which may perceptibly
threaten the existence of the Company.

FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

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

https://touchwood.in/investors/

VIGIL MECHANISM / WHISTLE
BLOWER POLICY

The Company has formulated a
comprehensive Whistle-blower Policy in line
with the provisions of Section 177(9) and
Section 177(10) of the Companies Act, 2013,
details of which are included in Corporate
Governance Report. There has been no case
to report for the FY 2024-2025, no individual
was denied access to the Audit Committee
for reporting concerns, if any.

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

PREVENTION_OF_SEXUAL

HARASSMENT

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

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

MATERNITY BENEFIT PROVIDED BY
THE COMPANY UNDER MATERNITY
BENEFIT ACT 1961.

The Company is complying with all the legal
requirements of Maternity Benefit Act 1961
in true letter and Spirit.

AUDITORS & AUDITORS' REPORT

STATUTORY AUDITOR

The Statutory Auditors, M/s VSD &
Associates, Chartered Accountants (FRN
No.:008726N), were re-appointed pursuant
to the provisions of Sections 139, 142 of the
Act and the Rules made thereunder from the
conclusion of the 25^th Annual General
Meeting upto the conclusion of the 30^th
Annual General Meeting of the Company, at
the Annual General Meeting held on 28th
September, 2022. Accordingly, they would
continue as the Statutory Auditor for the
Financial Year 2025-26.

The Auditors' Reports for the financial year
2024-25, including the one on Internal
Financial Controls are self-explanatory and
does not carry any observation/
qualification/ adverse remarks etc. or
infirmity in the Company's affairs.

SECRETARIAL AUDITORS

In accordance with the provisions of Section
204 of the Act read with the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and
Regulation 24A of the Listing Regulations,
the Company had appointed M/s Advitiya
Vyas & Company, Practicing Company
Secretary (Membership No. 13059 & CP No.
16257) to conduct Secretarial Audit for the
f -25.

Further, pursuant to Regulation 24A of the
Listing Regulations, the Board of Directors of
the Company, on the recommendation of the
Audit Committee, recommends the
appointment of M/s Advitiya Vyas &
Company, Practicing Company Secretary
(Membership No. 13059 & CP No. 16257) as
the Secretarial Auditors of the Company for
a term of 5 (five) consecutive years
commencing from FY 2025-26 to FY 2029-30,
subject to approval of the members of the
Company at the ensuing 28^th Annual General
Meeting.

M/s Advitiya Vyas & Company have
confirmed that they are not disqualified from
being appointed as Secretarial Auditors of
the Company. They have also confirmed that
they have subjected themselves to the peer
review process of the Institute of Company

Secretaries of India ("ICSI") and holds a
valid certificate issued by the Peer Review
Board of ICSI.

SECRETARIAL AUDIT REPORT

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

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

INTERNAL AUDITORS

The board on the recommendation of audit
committee approved the appointment of
M/s AAVN & Associates, Chartered
Accountants, (FRN No. 013224C), Internal
Auditors, for conducting the internal audit
of the company for the Financial Year 2025¬
2026.

INTERNAL CONTROL SYSTEMS AND
ADEQUACY THEREOF

The Company's internal control systems as
laid down to commensurate with the nature
of its business, the size and the complexity of
its operations. These are tested and certified
by Statutory as well as Internal Auditors and
cover all factories and key areas of business.
Significant audit observations and follow up
action thereon are reported to the Audit
Committee. The Audit Committee, as
aforesaid, reviews adequacy and
effectiveness of the Company's internal
control environment and monitors the
implementation of audit recommendations.

PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURE S

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

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

ANNUAL RETURN

Pursuant to the amendments to Section
134(3)(a) and Section 92(3) of the Act read
with Rule 12 of the Companies
(Management and Administration) Rules,
2014, the Annual Return (Form MGT-7) for
the financial year ended March 31, 2025, is
available on the Company's website and can
be accessed at

https://touchwood.in/investor/?id=26

CORPORATE SOCIAL RESPONSIBILITY

During the Year under review, provisions of
Corporate Social Responsibility (CSR)
pursuant to the provisions of the Section 135
of the Companies Act, 2013 is not applicable
on your Company.

However, as on March 31, 2025, the
Company met the criteria prescribed under
Section 135(1) of the Companies Act, 2013.
Accordingly, the Company has constituted a
CSR Committee jRin compliance with the

applicable provisions and has also
formulated a CSR Policy in line with the
Companies (Corporate Social Responsibility
Policy) Rules, 2014. The Company shall
implement the CSR initiatives in the
financial year 2025-26 as per the applicable
statutory framew ork.

The CSR policy has been placed on the
website of the Company at
https://touchwood.in/pdf.php?id=CSR Po
licy.pdf

PARTICULARS_REGARDING

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

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

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

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

DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY

CODE, 2016 DURING THE FINANCIAL
YEAR

There is no application made or any
proceeding pending under the Insolvency
and Bankruptcy Code, 2016, during the
4-25 .

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

There was no significant and material order

passed by the regulators or Courts or
Tribunals impacting the going concern
status and Company's operations in future.

SECRETARIAL STANDARDS ISSUED BY
THE INSTITUTE OF COMPANY
SECRETARIES OF INDIA (ICSI)

The Directors state that applicable
Secretarial Standards have been followed
during the financial year 2024-25.

FRAUD REPORTING

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

CAUTIONARY STATEMENT

Statements in the Annual Report, including
those which relate to Management
Discussion and Analysis, describing the
Company's objectives, projections, estimates
and expectations, may constitute 'forward

looking statements' within the meaning of
applicable laws and regulations. Although
the expectations are based on reasonable
assumptions, the actual results might differ.

DIRECTORS'_RESPONSIBILITY

STATEMENT

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

1. In the preparation of annual accounts for
the year ended the 31^st March, 2025, the
applicable accounting standards read
with requirements set out under
Schedule III to the Act, have been
followed along with proper explanation
relating to material departures;

2. The Directors have selected such
accounting policies and applied them
consistently and made judgments and
estimates that are reasonable and
prudent so as to give a true and fair view
of the state of affairs of the Company as
on the 31^st March, 2025

of the Company for the year ended on
that date;

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

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

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

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

Based on the framework of internal financial

controls and compliance systems established
and maintained by the Company, the work
performed by the internal, statutory and
secretarial auditors and external consultants,
including the audit of internal financial
controls over financial reporting by the
statutory auditors and the reviews
performed by management and the relevant
board committees, including the audit
committee, the Board is of the opinion that
the Company's internal financial controls
were adequate and effective during FY 2024¬
2025.

DECLARATION_REGARDING

COMPLIANCE BY BOARD MEMBERS

AND SENIOR MANAGEMENT
PERSONNEL WITH THE COMPANY'S
CODE OF CONDUCT:

The Code of Conduct of the Company aims
at ensuring consistent standards of conduct
and ethical business practices across the
Company. This Code is available on the
website of the Company at
https: / /touchwood.in/

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

ACKNOWLEDGEMENTS_AND

APPRECIATION

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

For and on behalf of the Board of Directors
Touchwood Entertainment Limited

Sd/- Sd/-

Vijay Arora Manjit Singh

Whole-Time Director Chairman & Managing Director
DIN: 00996193 DIN: 00996149

Place: New Delhi
Date: August 07, 2025