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Directors Report of Imagicaaworld Entertainment Ltd.

Mar 31, 2023

DIRECTORS'' REPORT

Dear Members,

The Directors are pleased to present the Fourteenth Annual Report of Imagicaaworld Entertainment Limited ("the Company")
along with the Audited Financial Statements, standalone and consolidated, for the financial year ended on March 31, 2023.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended March 31, 2023 as compared to the previous year is
summarized below:

Particulars	Standalone		Consolidated
Particulars	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Total Revenue	33,374.36	9,808.74	33,374.36	7,528.20
Profit/ (Loss) Before Tax	16,139.03	(25,212.14)	16,106.98	(24,407.01)
Less: Tax Expenses
(1) Current Tax	-	_-
(2) Deferred Tax	(19,607.37)	_-	(19,607.37)	_-
Profit/ (Loss) After Tax	35,746.40	(25,212.14)	35,714.35	(24,407.01)

COMPANY''S PERFORMANCE

For the financial year 2022-23, at standalone level, the
Company reported a growth of 340%* in Total Revenue
vis-a-vis financial year 2021-22. Total Revenue increased to
'' 33,374.36 Lakhs from '' 9,808.74 Lakhs for the corresponding
period. EBITDA* improved to '' 10,000.10 Lakhs from
'' 428.10 Lakhs driven by growth in the footfalls and revenue
in financial year 2022-23.

* EBITDA is excluding non-operating income.

For the financial year 2022-23, at consolidated level, the
Company reported a growth of 443%# in Total Revenue
vis-a-vis financial year 2021-22. Total Revenue increased to
'' 33,374.36 Lakhs from '' 7,528.20 Lakhs for the corresponding
period.

During the year under review, the Company has recorded
13.6 Lakhs visitors, against the previous year number of 3.16
Lakhs#.

# It may be noted that financial year 2021-22 was a Covid impacted year and
the parks were not in complete operations due to lockdown, resulting in a
lower base.

The outstanding secured loans including interest overdue as
on March 31, 2023 aggregate to '' 1,969.88 Lakhs.

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

SUCCESSFUL IMPLEMENTATION OF RESOLUTION PLAN

In the financial year 2022-23, the landmark Resolution

Plan submitted by Malpani Parks Private Limited ("MPPL")

was successfully implemented in the Company. The key

milestones achieved are summarised as below:

- On June 22, 2022, MPPL subscribed to the equity shares
issued to them on private placement/preferential basis
and remitted '' 415 Crore towards subscription amount
of equity shares, and accordingly MPPL was issued
27,14,19,228 equity shares thus becoming majority
shareholder of the Company with a controlling stake of
66.25% in the Company and thus got classified as the
new Promoter of the Company.

- On June 22, 2022, 4,90,51,667 equity shares of the
Company were allotted to erstwhile Lenders on
conversion of part loan of '' 75 Crore.

- On June 22, 2022, 0.01% 20 years 4,80,00,000 NonÂ¬
Convertible Redeemable Preference Shares ("NCRPS")
of '' 100/- each aggregating to '' 480,00,00,000/- were
allotted to Aditya Birla ARC Limited ("ARC") towards the
conversion of equivalent defaulted loan amount taken
over from the Lenders.

- On June 22, 2022, the new directors, Mr. Rajesh
Malpani, Mr. Manish Malpani and Mr. Jai Malpani, were
appointed on the Board of the Company.

- On June 23, 2022, vide Assignment Agreement, the
Lenders transferred the entire debt to ARC and the

proceeds received against issuance of equity shares were
paid to ARC for further payment to Secured Lenders.

- On June 24, 2022, Mr. Manmohan Shetty, erstwhile
Promoter and Director of the Company, resigned from
the Board of the Company.

- On July 1, 2022, the Company received a request
from erstwhile Promoters i.e. Mr. Manmohan Shetty
and Thrrill Park Limited towards reclassification from
Promoters Category to Public Category and the same
was approved by BSE Limited and National Stock
Exchange of India Limited on February 6, 2023. Post
receipt of approvals erstwhile Promoters ceased to be
Promoters of the Company on February 6, 2023.

- On September 22, 2022, MPPL acquired the NCRPS from
ARC, which was subsequently with approval from the
Members, converted into 0.01% 20 years Optionally
Convertible Redeemable Preference Shares ("OCRPS")
on November 16, 2022 to achieve close to 74.99% of the
equity shareholding as per the Resolution Plan approved
by the Lenders and Members of the Company.

- On December 22, 2022, the Company repaid the
Sustainable Debt to ARC along with all dues against
the same; and only the unsustainable debt remained
outstanding to the ARC.

- On February 8, 2023 the Board of Directors of the
Company approved conversion of 4,80,00,000 OCRPS
into 13,03,99,348 equity shares having face value of
'' 10/- each at the option of MPPL to the extent of
value not exceeding '' 480,00,00,000 within a period
of 18 months from the date of issuance of OCRPS i.e.
November 16, 2022 at a price '' 36.81 per equity share
in more than one tranches which was approved by the
Members of the Company on March 10, 2023.

- In May 2023, MPPL exercised option for converting
2,57,67,000 OCRPS into 7,00,00,000 equity shares of
the Company out of said 13,03,99,348 equity shares
and 7,00,00,000 equity shares were allotted pursuant to
conversion of 2,57,67,000 OCRPS to MPPL on May 26, 2023.

RECLASSIFICATION OF PROMOTERS/ PROMOTER GROUP

Malpani Parks Private Limited ("MPPL") was classified as
Promoter of the Company on June 22, 2022.

BSE Limited and National Stock Exchange of India Limited vide
their respective letters dated February 6, 2023, had granted
their approval for re-classification of erstwhile Promoters of
the Company i.e. Thrrill Park Limited and Mr. Manmohan
Shetty from ''Promoter'' category to ''Public'' Category of the
Company.

WATERPARK OPERATIONS IN SURAT

On February 21, 2023, the Company entered into a Business
Transfer Agreement ("BTA") with Rajgreen Amusement Park
Private Ltd ("RAPPL") to acquire their water park business
in Surat, Gujarat on a slump sale basis; which is subject to
certain customary government/municipal approvals. In order
to manage the business in the interim to the closure of the
BTA, the Company had entered into an arrangement for
Operation and Maintenance ("O&M") of the said facility. On
March 1, 2023, the Company started its water park named
"Aquamagicaa" operation in Surat, Gujarat.

DIVIDEND

Considering the inadequacy of profits on account of the
accumulated previous year losses, the Board does not
recommend any dividend for thefinancial year ended March 31,
2023. The Dividend Distribution Policy, in terms of Regulation
43A SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), is available on
the Company''s website at https://www.imagicaaworld.com/
investor docs/Dividend%20Distribution%20Policy.pdf

TRANSFER OF RESERVES

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

SHARE CAPITALAuthorised Share Capital

During the financial year under review, Authorized Share
Capital of the Company was increased from '' 200,00,00,000/-
divided into 20,00,00,000 Equity Shares of '' 10/- each to
'' 1100,00,00,000/- divided into 60,00,00,000 Equity Shares
of '' 10/- each and 5,00,00,000 Preference Shares of '' 100/-
each.

As on March 31, 2023, the Authorised Share Capital of the
Company is '' 1100,00,00,000/- divided into 60,00,00,000
Equity Shares of '' 10/- each and 5,00,00,000 Preference
Shares of '' 100/- each.

Issued, Subscribed and Paid-up Share Capital

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

1. 27,14,19,228 equity shares of face value of '' 10/- each at
an issue price of '' 15.29 per equity share on preferential
basis to MPPL on June 22, 2022.

2. 4,90,51,667 equity shares of face value of '' 10/- each at
an issue price of '' 15.29 per equity share on preferential
basis to erstwhile Lenders of the Company towards
conversion of loan on June 22, 2022.

3. 26,27,171 equity shares of face value of '' 10/- each
pursuant to stock options granted by the Company
in terms of Imagicaaworld Employee Stock Options
Scheme 2020.

4. 4,80,00,000 0.01% 20 years Non-Convertible

Redeemable Preference Shares ("NCRPS") of face
value of '' 100/- each to ARC on June 22, 2022 towards
the conversion of equivalent defaulted loan amount
taken over from the erstwhile Lenders. Pursuant to a
secondary sale on September 22, 2022, MPPL acquired
the said NCRPS from ARC.

5. On November 16, 2022, the Company obtained the
approval of shareholders for conversion of said NCRPS
to 0.01% 20 years Optionally Convertible Redeemable
Preference Shares ("OCRPS") by giving an option to the
holder to convert the security into equity shares and the
other terms and conditions of NCPRS remained same to
OCRPS.

Consequently, the Issued, Subscribed and Paid-up Share
Capital of the Company stood at '' 8,91,53,45,790/- divided
into 41,15,34,579 Equity Shares of '' 10/- each and 4,80,00,000
Preference Shares of '' 100/- each as on March 31, 2023.

DEPOSITS

The Company has not accepted deposits from the public
falling within the ambit of Section 73 of the Companies Act,
2013 ("the Act") and the Rules framed thereunder during
the year under review. As on March 31, 2023, there were no
deposits lying unpaid or unclaimed.

SUBSIDIARY COMPANY(IES)

During the year under review, Walkwater Properties Private
Limited ceased to be subsidiary of the Company w.e.f.
March 1, 2023 pursuant to sale of the entire stake by the
Company to JBCG Advisory Services Private Limited (nominee
of Shaan Agro and Realty India Private Limited).

As on March 31, 2023, the Company has 1 (one) subsidiary
company i.e. Blue Haven Entertainment Private Limited
which do not have any business operations.

Pursuant to the provisions of Section 136 of the Act, the
Financial Statements of the subsidiary company is uploaded
on the website of the Company i.e. www.imagicaaworld.com
under ''Investor Relations'' tab.

In terms of Section 129 of the Act, statement containing
salient features of the financial statements of the Company''s
subsidiary company is given in Form AOC-1 which forms part
of the financial statements section of the Annual Report.

Further, pursuant to Regulation 16(1)(c) of the SEBI Listing
Regulations, a policy for determining material subsidiary of
your Company as approved by the Board of Directors is made
available on the website under https://www.imagicaaworld.
com/investor docs/Material%20Subsidiarv%20Policv.pdf

CONSOLIDATED FINANCIAL STATEMENTS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the
financial year ended on March 31, 2023, the applicable
accounting standards had been followed along with
proper explanation relating to material departures, if
any;

b) they have selected such accounting policies and applied
consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at March 31, 2023
and of the profit of the Company for the year ended on
March 31, 2023;

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

d) they have prepared the annual accounts for the financial
year ended on March 31, 2023 on a going concern basis;

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

f) they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

During the year under review:

1. Mr. Steven Pinto and Mr. Ghulam Mohammed ceased
to be Non-Executive Independent Directors of the
Company with effect from close of business hours of
April 3, 2022 on completion of their term.

2. Mr. Manmohan Shetty resigned as Chairman and
Executive Director with effect from close of business
hours of June 24, 2022.

3. Mr. Rajesh Malpani, Mr. Manish Malpani and Mr. Jai
Malpani were appointed as Additional Directors in
the capacity of Executive Directors on June 22, 2022.
Subsequently Mr. Rajesh Malpani was appointed as a
Chairman, Mr. Manish Malpani was appointed as a NonÂ¬
Executive Director and Mr. Jai Malpani was appointed as
a Managing Director of the Company on July 22, 2022.
Their appointment was approved by the Members of
the Company at the Annual General Meeting held on
September 15, 2022 with the requisite majority.

4. Ms. Anita Pawar was re-appointed as Non-Executive
Independent Director for a period of 5 (five) years
with effect from September 15, 2022 to September 14,
2027. Ms. Anita Pawar''s appointment was approved by
the Members of the Company at the Annual General
Meeting held on September 15, 2022 with the requisite
majority.

5. Mr. Dhananjay Barve was re-appointed as Non-Executive
Independent Director for a period of 1 (one) year with
effect from April 1, 2023 to March 31, 2024 subject to
the approval of Members of the Company through special
resolution. The approval of Members has been sought by
means of Postal Ballot through and the results will be
declared on or before June 7, 2023.

All the aforesaid appointment of directors were
recommended by the Nomination and Remuneration
Committee.

In terms of the provisions of Section 152 of the Act and
the Rules made thereunder and Article of the Articles of
Association of the Company, Mr. Manish Malpani is liable to
retire by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment.

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

The Board recommends the re-appointment of Director as
stated above in the ensuing Annual General Meeting.

Key Managerial Personnel ("KMP")

During the year under review:

1. Mr. Jai Malpani was appointed as Managing Director of
the Company with effect from July 22, 2022

2. Mr. Swapnil Chari was appointed as Joint Company
Secretary and Compliance Officer of the Company with
effect from May 11, 2022

3. Ms. Divyata Raval, Company Secretary and Compliance
Officer of the Company resigned from her office with
effect from August 29, 2022

4. Ms. Reshma Poojari was appointed as Company
Secretary and Compliance Officer of the Company with
effect from October 20, 2022

Pursuant to Section 203 of the Act, the Key Managerial
Personnel of the Company as on March 31, 2023 are:

â¢ Mr. Jai Malpani, Managing Director

â¢ Mr. Dhimant Bakshi, Chief Executive Officer & Chief
Marketing Officer

â¢ Mr. Mayuresh Kore, Chief Financial Officer & Head Legal

â¢ Ms. Reshma Poojari, Company Secretary

â¢ Mr. Swapnil Chari, Joint Company Secretary
DECLARATION OF INDEPENDENCE

The Company has received declarations from all its
Independent Directors confirming that they meet the criteria
of independence as laid down under Section 149 of the Act
and Regulation 16(1)(b) of the SEBI Listing Regulations. There
has been no change in the circumstances affecting their
status as an Independent Director during the year.

In the opinion of the Board, the Independent Directors are
competent, experienced, proficient and possess necessary
expertise and integrity to discharge their duties and functions
as Independent Directors.

BOARD EVALUATION

The Company has devised a policy for performance evaluation
of its individual directors, the Board and the Committees
constituted by it, which includes criteria for performance
evaluation.

In line with the requirements of the Act and SEBI Listing
Regulations, the Board has carried out an annual evaluation
of its own performance, working of it''s Committees and
the Directors individually. The Directors were provided with
structured questionnaire to record their views. The reports

generated out of the evaluation process were placed before
the Board at its meeting and noted by the Directors. The
evaluation process was attentive on various aspects of
the functioning of the Board and its Committees, such as
experience and competencies, performance of specific duties
and obligations of the Board and its Committees, governance
issues etc.

Pursuant to the provisions of Schedule IV of the Act
and Regulation 25 of the SEBI Listing Regulations, the
Independent Directors of the Company, at their meeting held
on February 8, 2023, evaluated the performance of NonÂ¬
Independent Directors, the Board as a whole, performance
of the Chairman; and also assessed the quality, quantity and
timeliness of flow of information between the Management
and the Board.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

In terms of the provisions of Regulation 25 of the SEBI
Listing Regulations, the Company has in place the practice
of familiarising the Independent Directors of the Company
about Company''s business through induction and regular
updates. The familiarisation programme aims to enable the
Independent Directors to understand their roles, rights,
responsibilities in the Company, procedures and policies,
nature of the industry in which the Company operates,
its business in depth, etc. Board Members are appraised
on operations, strategic and future plans of the Company
through Board/Committee meetings for the convenience of
the Directors.

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

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

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

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

ii. To devise a policy on Board diversity and succession plan

for the Board, KMPs and SMPs;

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

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

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

The Nomination and Remuneration Policy of the Company
is available on the website of Company at https://www.
imagicaaworld.com/investor docs/Nomination%20and%20
Remuneration%20Policy.pdf

BOARD MEETINGS

During the financial year 2022-23, the Board met eight (8)
times i.e. May 11, 2022, May 25, 2022, June 22, 2022, July 22,

2022, October 6, 2022, October 7, 2022 (adjourned meeting
of October 6, 2022), November 9, 2022 and February 8,

2023. Details of Board Meetings held and the attendance
of Directors are given in the Corporate Governance Report
which forms part of this Annual Report.

COMMITTEES OF THE BOARD

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

i Audit Committee,

ii Nomination and Remuneration Committee,

iii Corporate Social Responsibility Committee,

iv Risk Management Committee, and

v Stakeholders'' Relationship Committee

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

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

The Board has constituted ESOS Allotment Committee for

decision relating to allotment of equity shares to eligible
employees upon exercise of options from time to time, in
accordance with Imagicaaworld Employee Stock Option
Scheme 2020. The details of the ESOS Allotment Committee
are given in the Corporate Governance Report which forms
part of this Annual Report.

AUDITORS AND AUDITORS'' REPORTStatutory Auditors

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

The Statutory Auditors'' Report on the financial statements of
the Company for the year ended March 31, 2023, which forms
part of this Annual Report, does not contain any qualification,
reservation or adverse remark and no frauds were reported
by the Auditors under Section 143(3) of the Act.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed
M/s. Aabid & Co., Practising Company Secretaries to
undertake the Secretarial Audit of the Company for the
financial year 2022-23. The Report of the Secretarial Audit
in Form MR-3 for the financial year 2022-23 is given in
Annexure A to this Report. The said Secretarial Audit Report
does not contain any qualifications, reservations or adverse
remarks and no frauds were reported by the Secretarial
Auditors to the Company under Section 143(3) of the Act.

REQUIREMENTS FOR MAINTENANCE OF COST RECORDS

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of the loans given, guarantees provided and
investments made by the Company pursuant to Section 186
of the Act for the year March 31, 2023 are provided in the
Notes to the financial statements forming part of this Annual
Report.

RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions

entered into by the Company, were approved by the Audit
Committee and were at arm''s length and in the ordinary
course of business. Hence, disclosure of particulars of
contracts/arrangements entered into by the Company with
related parties in Form AOC-2 is not applicable for the year
under review. There were no materially significant related
party transactions during the year which may have a potential
conflict with the interest of the Company at large.

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

The policy on related party transactions is available on the
Company''s website at https://www.imagicaaworld.com/
investor docs/Related%20Partv%20Transaction%20Policv.pdf

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

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

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

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

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and
employees as required under Section 197(12) of the Act and
Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are given in
Annexure C to this Report.

Please note that the Company has not employed any
employee(s) for whom details are required to be disclosed
under provision of Section 197(12) of the Act and Rule 5(2)
& 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

HUMAN RESOURCES

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

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

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

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

EMPLOYEE STOCK OPTION SCHEME

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

During the year under review, the Company has allotted
26,27,171 fully paid up equity shares under Imagicaaworld
Employee Stock Option Scheme 2020.

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

inspection in accordance with statutory requirement.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board established and adopted a Vigil Mechanism/
Whistle Blower Mechanism that enables the Directors and
Employees to report genuine concerns about unethical
behaviour, actual or suspected fraud or violation of the Code
of Conduct of the Company and to report unprofessional
misconduct without fear of reprisal. The Vigil Mechanism
provides for (a) adequate safeguards against victimization of
persons who use the Vigil Mechanism; and (b) direct access
to the Chairperson of the Audit Committee of the Board of
Directors of the Company in appropriate or exceptional cases.
No person has been denied access to the Audit Committee of
the Board.

Details of the Vigil Mechanism are made available on the
Company''s website https://www.imagicaaworld.com/investor
docs/Vigil%20Mechanism%20or%20Whistle%20Blower%20
Policy.pdf

RISK MANAGEMENT

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

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, Section 135 of the was not
applicable to the Company. Hence, the annual report on
Corporate Social Responsibility is not provided in this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34 of the SEBI Listing Regulations read
with relevant SEBI Circulars, reporting requirements on ESG
parameters prescribed under Business Responsibility and
Sustainability Report ("BRSR") is applicable to the Company.

Accordingly, for the financial year ended March 31, 2023, the
Company has prepared the BRSR which forms part of this
Annual Report.

CORPORATE GOVERNANCE

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

ANNUAL RETURN

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

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

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

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

COMPLIANCE OF SECRETARIAL STANDARDS

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

OTHER DISCLOSURES

During the financial year under review:

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

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

- There are no applications made or any proceedings
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) against the Company as at March 31,
2023.

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of DirectorsRajesh Malpani

Place: Sangamner Chairman

Date: May 26, 2023 DIN: 01596468

Mar 31, 2018

The Members,

The Directors present the 9^th Annual Report of the Board of Directors of your Company along with the Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statement for the year ended March 31, 2018.

SUMMARY OF FINANCIAL HIGHLIGHTS

The standalone performance of the Company for the financial year ended March 31, 2018 is summarized below:

(Rs. In Lakhs)

	Financial Year	Financial Year
	ended March	ended March
	31, 2018	31, 2017*
Total Revenue	23,727.91	23,959.38
Profit/ (Loss) before tax	(15,517.43)	(15,300.35)
Tax Expenses
- Current Tax	-	-
- Deferred Tax	-	3586.78
Profit/ (Loss) after tax	(15,517.43)	(11,713.57)

*The figures for the previous year has been regrouped/rearranged wherever necessary to confirm with current period''s classification.

FINANCIAL PERFORMANCE

For the financial year 2017-18, at standalone level, your Company reported a growth of 3% in EBITDA vis-a-vis FY 2016-17. EBIDTA increased to Rs.6,267.45 Lakhs from Rs.6,084.53 Lakhs for the corresponding period. Revenues held ground at Rs.23,628.77 Lakhs from Rs.23,907.65 Lakhs despite a significantly higher indirect tax regime. The revenue and EBITDA numbers do not include 100 % SGST refund on the ticket sales during the year, amounting to approximately Rs.1,046.00 Lakhs.

The mechanics of the said refund are being finalized by the State government and it would flow into EBITDA as a refund item. Thus EBITDA should improve by as much amount of approximately Rs.1,046.00 Lakhs for FY 2017-18. Considering the GST refund amount, the EBITDA would be higher by approximately 20%.

During the year under review, your Company has recorded it''s highest ever footfall with 17.22 Lakhs visitors, up from the previous year number of 15.44 Lakhs, resulting in a growth of 14%.

During the year under review, your Company announced debt reduction plans and accordingly had presented an overall plan to its lenders. Relevant approvals from lenders are awaited.

The outstanding secured loan as on March 31, 2018 aggregate to Rs.1,05,514.50 Lakhs.

THE STATE OF COMPANY AFFAIRS

Your Company owns & operates an Integrated Entertainment Holiday Destination "IMAGICA" which is built to match global standards and includes a theme park, a water park, a snow park, a hotel, and other associated activities such as retail & merchandise, food and beverages, etc.

Detailed information on the affairs of the Company has been given as part of Management Discussion and Analysis forming part of this Report.

TRANSFER/ SALE OF BUSINESSES

Your Company is in the process of transferring its hotel business undertaking ''Novotel Imagica Khopoli'' with underlying land of 6.1 acres and additional surplus land of 8.9 acres together with all specified tangible and intangible assets, to Bright Star Investments Private Limited for an overall consideration of Rs.212.50 Crore pursuant to the approval received from the shareholders by passing a special resolution through postal ballot on December 29, 2017.

ISSUE OF SECURITIES AND SHARE CAPITAL

Equity Shares

During the year under review, Company issued and allotted on preferential basis:

1) 12,48,684 equity shares of face value of Rs.10/- (Rupees Ten Only) per share at a premium of Rs.85/- (Rupees Eighty Five Only) per share for an aggregate consideration of Rs.11,86,24,980/- (Rupees Eleven Crore Eighty Six Lakhs Twenty Four Thousand Nine Hundred and Eighty only) to Bennett Coleman and Company Limited (BCCL) on June 20, 2017.

2) 69,15,629 equity Shares of face value Rs.10/- (Rupees Ten only) per equity share at a premium of Rs.62.30/- (Rupees Sixty Two and Thirty Paise Only) per equity share for an aggregate consideration equal to Rs.49,99,99,977/- (Rupees Forty Nine Crore Ninety Nine Lakhs Ninety Nine Thousand Nine Hundred and Seventy Seven Only) to Shaan Agro and Realty India Private Limited (Formerly Shaan Agro Private Limited) on December 15, 2017.

Pursuant to allotment of equity shares, the paid up equity share capital of the Company was increased to Rs.88,06,21,230/- as at March 31, 2018 as compared to Rs.79,89,78,100/- as at March 31, 2017.

Convertible Warrants

During the year under review, Company issued and allotted 5 (Five) Convertible Warrants of Rs.2,37,25,000/- (Rupees Two Crore Thirty Seven Lakhs Twenty Five Thousand Only) each on preferential basis to BCCL on June 20, 2017 pursuant to receipt of 25% upfront payment consideration from BCCL. The convertible warrants are to be converted in to such number of equity shares with such warrants carrying an option / entitlement to subscribe to equity shares of the face value of Rs.10/- (Rupees Ten Only) per share for cash at a price whichever is higher of the following aggregating to Rs.11,86,25,000/- (Rupees Eleven Crore Eighty Six Lakhs Twenty Five Thousand Only) on receipt of balance 75% of the consideration:

a) Rs.95/- (including premium of Rs.85/-) per share; or b) price per share equal to the average of the weekly high and low of the volume weighted average price of the equity share of the Company as quoted on the National Stock Exchange of India Ltd. during the 26 (twenty six) weeks preceding any day of the 17^th (seventeenth) month from the date of allotment of warrant.

EXTRACT OF ANNUAL RETURN

Extract of annual return is enclosed as Annexure 1.

DIVIDEND & TRANSFER TO RESERVES

In view of the loss for the financial year ended March 31, 2018, no amount is proposed to be transferred to the reserves and your Directors have not recommended payment of any dividend for the year under review.

NUMBER OF BOARD MEETINGS

During the financial year ended March 31, 2018, the Board of Directors met 8 (eight) times viz., on, April 27, 2017, May 25, 2017, June 20, 2017, July 26, 2017, August 28, 2017, November 7, 2017, December 15, 2017 and February 8, 2018. The maximum interval between any two meetings did not exceed 120 days.

Details of the meetings of the Board alongwith the attendance of the Directors therein have been disclosed as part of the Corporate Governance Report forming part of this Annual Report.

COMPOSITION OF AUDIT COMMITTEE

The composition of Audit Committee of the Company is as follows:

1. Mr. Steven A. Pinto, Chairman;

2. Mr. Ghulam Mohammed;

3. Mr. Kapil Bagla; and

4. Ms. Anjali Seth.

DECLARATION OF INDEPENDENCE BY DIRECTOR

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013 (the "Act"), with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6) and relevant Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS

Pursuant to Section 152 of the Act, Ms. Pooja Deora, Director of the Company, retires by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting.

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board in its meeting held on May 17, 2018, re-appointed Mr. Manmohan Shetty as Chairman of the Company, subject to the approval of Members at the ensuing Annual General Meeting, for a period of 5 (five) years commencing from September 2, 2018 to September 1, 2023.

Re-appointment of Mr. Kapil Bagla as Whole-time Director of the Company was approved by the Members at the Annual General Meeting held on July 26, 2017 for a period of 3 (three) years commencing from July 6, 2017 to July 5, 2020.

Further, Mr. Kapil Bagla''s designation was changed from Whole-time Director to Non Executive Director w.e.f. September 1, 2017.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Act are as follows:

Mr. Ashutosh Kale : Executive Director and Joint Chief Executive Officer

Mr. Dhimant Bakshi : Joint Chief Executive Officer

Mr. Mayuresh Kore : Chief Financial Officer

Ms. Madhulika Rawat : Company Secretary

During the year under review, Mr. Kapil Bagla, resigned as Chief Executive Officer of the Company with effect from September 1, 2017 and Mr. Ashutosh Kale and Mr. Dhimant Bakshi were designated as Joint Chief Executive Officers and KMPs of the Company with effect from September 1, 2017.

SUBSIDIARY COMPANIES

During the year under review, Blue Haven Entertainment Private Limited became a wholly owned subsidiary of your Company w.e.f. November 16, 2017.

Your Company had taken an approval from shareholders by passing special resolutions through postal ballot on December 29, 2017:

a) for sale or transfer or otherwise dispose of its 100% investments/ shareholding in Walkwater Properties Private Limited ("WPPL"), which is a wholly owned subsidiary company and Surplus Land of 67 acres of the Company to another wholly owned subsidiary company of the Company, Blue Haven Entertainment Private Limited ("BHEPL"), for a consideration by way of take-over of the debt of the Company aggregating to Rs.''150 Crore (Rupees One Hundred and Fifty Crore Only) and on such terms and conditions as may be agreed between the Board and BHEPL.

However, as the lenders to the Company have not shown willingness for transfer of debt from the Company to BHEPL, the Board in its meeting held on May 17, 2018, approved to sell 100% investments / shareholding of the Company in WPPL and surplus land of approximately 65 acres to Shaan Agro and Realty Private Limited at a total consideration of Rs.150 Crore in cash subject to approvals, consents, permissions and/or sanctions from appropriate authorities and approval of Members at the ensuing Annual General Meeting.

b) to sell or transfer or otherwise dispose of its 100% investments and/or shareholding in BHEPL, a wholly owned subsidiary company of the Company to Shaan Agro and Realty India Private Limited for a minimum consideration of Rs.1,00,000/- (Rupees One Lakh) or such higher value to be determined by an independent valuer/chartered accountant, to be discharged in the form of cash.

The abovementioned sale or transfer of investments is yet to be concluded.

A separate statement in terms of Section 129(3) of the Act containing salient features of the financial statements of the subsidiary companies of your Company in Form AOC 1 forms part of this Annual Report.

Pursuant to the Section 136 of the Act, companies are exempted from attaching the Annual Reports and other particulars of its subsidiary companies along with Annual Report of the Company. Therefore, the Annual Report of the subsidiary companies are not attached with this Annual Report.

The financial statements of the subsidiary companies and related information shall be uploaded on the website of your Company which can be accessed using the link www.adlabsimagica.com/investor_ docs/ Annual%20 Accounts%202017-18.pdf and the same is also available for inspection by the Members at the registered office of your Company during business hours on all working days up to the date of the Annual General Meeting, as required under Section 136 of the Act.

Any Member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the registered office address of your Company.

Your Company has approved a policy for determining material subsidiaries and the same is uploaded on the Company''s website which can be accessed using the link https://www.adlabsimagica. com/investor_docs/Material%20Subsidiary%20Policy.pdf.

DEPOSITS

During the year under review, your Company has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Therefore, as on March 31, 2018, there were no deposits which were unpaid or unclaimed and due for repayment.

AUDITORS

Statutory Auditors

M/s. A. T. Jain & Co., Chartered Accountants, were appointed as Statutory Auditors of your Company at the 8^th Annual General Meeting of the Company to hold office for a period of 2 (two) consecutive years i.e. from the conclusion of the 8^th Annual General Meeting until the conclusion of the 10^th Annual General Meeting of the Company. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors was required to be ratified by Members at every Annual General Meeting.

As per the Companies (Amendment) Act, 2017, enforced on May 7, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified by the Members at every Annual General Meeting.

The observations and comments given by Auditors in their report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 134 of the Act. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Aabid & Co., Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Report of the Secretarial Audit in Form MR 3 for the financial year 2017-18 is annexed as Annexure2 to the Report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in his report.

The Board has appointed M/s. Aabid & Co., Company Secretaries as Secretarial Auditors for the financial year 2018-19.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Act do not apply as there was no dividend declared and paid by the Company.

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

During the year under review, there were no such orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate internal control procedures commensurate with its size and nature of business. The business control procedures ensure efficient use and protection of Company''s resources and compliance with policies, procedures and statutory requirements. Further internal auditors are appointed to carry audit assignments and to periodically review the transactions across the divisions and evaluate effectiveness of internal control systems.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

During the year under review, there were no guarantees given under Section 186 of the Act. Particulars of loans and investments have been disclosed as part of the financial statements of your Company for the year under review, in Note 5 and Note 12 respectively.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE ACT IN THE PRESCRIBED FORM

All contract(s) / arrangement(s) / transaction(s) entered into by your Company with its related parties, during the year under review, were:

- in "ordinary course of business" of the Company;

- on "an arm''s length basis"; and

- not "material",

as per the provisions of Section 188(1) of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014. Accordingly, Form AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of related party transactions, which are "not at arm''s length basis" and also, which are "material & at arm''s length basis", is not provided as an annexure of the Directors'' Report.

However, details of the related party transactions entered into during the year under review and as on March 31, 2018, are disclosed as part of the financial statements of your Company for the year under review, as Note 37. Further, pursuant to the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Board has, approved and adopted a Policy on related party transactions. The said policy is available on your Company''s website viz. www.adlabsimagica.com.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

RISK MANAGEMENT

Board has constituted a Risk Management Committee of the Board, to assist the Board with regard to the identification, evaluation and mitigation of operational, strategic and external risks. Risk Management Committee works towards identifying internal and external risks and implementing risk mitigation steps. On quarterly basis, status updates are provided to the Board of Directors of the Company. More details on risks and threats have been disclosed in the section "Management Discussion and Analysis".

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR is a Company''s sense of responsibility towards the community and environment in which it operates. It is the continuing commitment by business to behave ethically and contribute to economic development of the society at large and building capacity for sustainable livelihoods. The Company believes in conducting its business responsibly, fairly and in a most transparent manner. It continually seeks ways to bring about an overall positive impact on the society and environment where it operates and as a part of its social objectives.

CSR policy has been formally formulated and adopted in terms of Section 135 of the Act and Rules framed thereunder to undertake CSR activities. The Company has always made consistent efforts to maintain an active corporate social responsibility portfolio.

The Company has duly constituted CSR Committee comprising of Mr. Steven A. Pinto, Mr. Ashutosh Kale and Mr. Manmohan Shetty.

The responsibilities of the CSR Committee include:

1. Formulating and recommending to the Board of Directors the CSR Policy and indicating activities to be undertaken.

2. Recommending the amount of expenditure for the CSR activities.

3. Monitoring CSR activities from time to time.

In view of the losses for the year under review, your Company was not required to spend any amount towards the CSR activities, as per the applicable provisions of Section 135 of the Act. Accordingly, the details of the CSR activities during the year under review are not provided in this Report.

NOMINATION AND REMUNERATION POLICY

The Company follows a policy on nomination and remuneration of Directors and Senior Management Employees. The Policy is approved by the Nomination and Remuneration Committee. The policy on the above is attached as Annexure 3.

FORMAL ANNUAL EVALUATION

The Company has devised a policy for performance evaluation of its individual directors, the Board and the Committees constituted by it, which includes criteria for performance evaluation.

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, working of the Committees and the Directors individually.

The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board''s effectiveness in decision making, in providing necessary advice and suggestions to the Company''s management, etc.

A separate meeting of the Independent Directors was also held during the year for evaluation of the performance of the Non Independent Directors, the Board as a whole and that of the Chairman.

The Nomination and Remuneration Committee has also reviewed the performance of the individual directors based on their knowledge, level of preparation and effective participation in meetings, contribution towards positive growth of the Company, etc.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Act with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts, 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

d) the directors have prepared the annual accounts on a going concern basis;

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

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiary company is given in Form AOC-1 and forms an integral part of this Report.

VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

Details of the Vigil Mechanism policy are made available on the Company''s website www.adlabsimagica.com.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 (12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided separately as Annexure 4 to this Report.

Details of employee remuneration as required under provisions of Section 197(12) of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made available at the registered office of the Company during working hours, pursuant to the provisions of the first proviso to Section 136(1) of the Act and any Member interested in obtaining such information may write to the Company Secretary and the same will be made available to any such Member on request.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All new Independent Directors (IDs) inducted into the Board are given an orientation. Presentations are made by Executive Directors (EDs) and Senior Management giving an overview of the Company''s operations, to familiarize the new IDs with the Company''s business operations. The new IDs are given an orientation on our products, group structure and subsidiary company, Board constitution and procedures, matters reserved for the Board, and the Company''s major risks and risk management strategy. The Policy on the Company''s Familiarisation Programme for IDs can be accessed at https://www.adlabsimagica. com/investor_docs/Familiarisation%20programme%20for%20 Independent%20Directors.pdf.

HUMAN RESOURCES

The Company regards human resources as a valuable asset. The Company encourages a performance driven culture and enables the employees with focused training at regular intervals. Further, the training needs at all divisions are periodically assessed and training programmes are conducted using internal resources and/or engaging external facilitators and trainers. The total number of permanent employees on the rolls of the Company as on the year end were 733.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure 5 to this Report.

CORPORATE GOVERNANCE AND COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the corporate governance requirements under the Companies Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on corporate governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with the certificate from the Practicing Company Secretary confirming the compliance, is annexed and forms part of this Annual Report.

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

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis is annexed as Annexure 6.

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

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

The Policy on Prevention of Sexual Harassment at Workplace has been formulated by the Company. The policy aims to develop a harmonious and productive working environment free from sexual harassment. The Company also ensures all allegations of sexual harassment are investigated and dealt with effectively and appropriately.

During the year under review, the Company received NIL complaints pertaining to sexual harassment.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff of the Company during the financial year.

For and on behalf of the Board of Directors

Manmohan Shetty

Place: Mumbai Chairman

Date: May 17, 2018 (DIN: 00013961)

Mar 31, 2017

Directors'' Report

To,

The Members,

The Directors present the 8^th Annual Report of the Board of Directors of your Company along with the Balance Sheet, Profit and Loss Account and Cash Flow Statement for the year ended March 31, 2017.

SUMMARY OF FINANCIAL HIGHLIGHTS

The standalone performance of the Company for the financial year ended March 31, 2017 is summarized below:

(Rs, in Lakhs)

Particulars	Financial year ended March 31, 2017	Financial year ended March 31, 2016
Total Revenue	23,950.70	25,065.62
Profit/(Loss) before tax	(15,300.35)	(14,152.36)
Tax Expenses
- Current Tax	-	-
- Deferred Tax	3586.78	5039.04
Profit/(Loss) after tax	(11,713.57)	(9,113.32)

FINANCIAL PERFORMANCE

For the financial year 2016-17, at standalone level, the revenue from operations stood at Rs, 23,898.97 Lakhs compared with Rs, 23,397.90 Lakhs in the previous year signifying marginal growth of 2.14% on a YoY basis. Consequently, EBIDTA for financial year 2016-17 is Rs, 6,136.26 Lakhs compared with Rs, 5,679.44 Lakhs in the previous year signifying growth of 8.04%.

The outstanding secured loan as on March 31, 2017 aggregate to Rs, 1,00,347.36 Lakhs. The said outstanding is post pre-payment done vide IPO proceeds.

The weighted average rate of interest is 12.39% p.a.

As mandated by the Ministry of Corporate Affairs, the Company has adopted the IND AS for the financial year commencing from April 1, 2016. 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 the same reasonably present the Companyâs state of affairs, profit/loss and cash flows for the year ended March 31, 2017.

THE STATE OF COMPANY AFFAIRS

EXTRACT OF ANNUAL RETURN

Extract of annual return is enclosed as Annexure 1.

DIVIDEND & TRANSFER TO RESERVES

In view of the loss for the financial year ended March 31, 2017, no amount is proposed to be transferred to the reserves and your Directors have not recommended payment of any dividend for the year under review.

NUMBER OF BOARD MEETINGS

During the financial year ended March 31, 2017, the Board of Directors met 4 (four) times viz., on, May 24, 2016, July 28, 2016, October 27, 2016, and February 3, 2017. The maximum interval between any two meetings did not exceed 120 days.

Details of the meetings of the Board along with the attendance of the Directors therein have been disclosed as part of the Corporate Governance Report forming part of this Annual Report.

COMPOSITION OF AUDIT COMMITTEE

The composition of Audit Committee of the Company is as follows:

1. Mr. Steven A. Pinto, Chairman;

2. Mr. Ghulam Mohammed;

3. Mr. Kapil Bagla; and

4. Ms. Anjali Seth.

DECLARATION OF INDEPENDENCE BY DIRECTOR

DIRECTORS

Pursuant to Section 152 of the Act, Mr. Manmohan Shetty, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board in its meeting held on May 25, 2017, re-appointed Mr. Kapil Bagla as Whole Time Director of the Company, subject to the approval of Members at the Annual General Meeting, for a period of 3 (three) years commencing from July 6, 2017 to July 5, 2020.

During the year under review, Mr. Prashant Purker ceased to be an Independent Director w.e.f. February 4, 2017. The Board wishes to place on record its sincere appreciation for the valuable services rendered and guidance extended by him during his tenure as Director of the Company.

In terms of Section 149 and 152 of the Act, the appointments of following directors were confirmed in the Annual General Meeting of the Company held on July 28, 2016:

1. Ms. Pooja Deora, in the category of Non-Executive Director;

2. Ms. Meghna Ghai Puri, in the category of Independent Director; and

3. Mr. Ashutosh Kale, in the category of Executive Director.

Ms. Meghna Ghai Puri shall hold office, not subject to retirement by rotation, for a term of five consecutive years commencing from the date of her appointment as an additional director in the Company i.e. from May 24, 2016 to May 23, 2021.

Mr. Ashutosh Kale, liable to retire by rotation, was appointed as an Executive Director for a period of three years commencing from May 24, 2016 to May 23, 2019.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Act are as follows:

Mr. Kapil Bagla : Whole Time Director and Chief Executive Officer Mr. Mayuresh Kore : Chief Financial Officer Ms. Madhulika Rawat : Company Secretary

During the year under review, Mr. Rakesh Khurmi, resigned as Chief Financial Officer of the Company with effect from October 27, 2016 and Mr. Mayuresh Kore was appointed as the Chief Financial Officer of the Company with effect from October 27, 2016.

SUBSIDIARY COMPANIES

Walkwater Properties Private Limited is the only subsidiary company of your Company. During the period under review, no Company became/ ceased to be a subsidiary of your Company.

A separate statement in terms of Section 129(3) of the Act containing salient features of the financial statements of the subsidiary of your Company in Form AOC 1 forms part of this Annual Report.

Pursuant to the Section 136 of the Act companies are exempted from attaching the Annual Reports and other particulars of its subsidiary companies along with Annual Report of the Company. Therefore, the Annual Report of Walkwater Properties Private Limited is not attached with this Annual Report.

The financial statements of the subsidiary company and related information shall be uploaded on the website of your Company which can be accessed using the link www.adlabsimagica.com/investor_docs/ Annual%20 Accounts%202016-17.pdf and the same is also available for inspection by the Members at the registered office of your Company during business hours on all working days up to the date of the Annual General Meeting, as required under Section 136 of the Act.

Any Member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the registered office address of your Company.

Your Company has approved a policy for determining material subsidiaries and the same is uploaded on the Company''s website which can be accessed using the link https://www.adlabsimagica.com/ investor_docs/Material%20Subsidiary%20Policy.pdf.

DEPOSITS

During the year under review, your Company has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Therefore, as on March 31, 2017, there were no deposits which were unpaid or unclaimed and due for repayment.

AUDITORS

Statutory Auditors

M/s. A. T. Jain & Co., Chartered Accountants, the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment for the financial years 2017-18 and 2018-19.

The Company has received letter from M/s. A. T. Jain & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Act and that they are not disqualified for such appointment within the meaning of Section 141 of the Act.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Aabid & Co., Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2016-17. The Report of the Secretarial Audit in Form MR 3 for the financial year 2016-17 is annexed as Annexure 2 to the Report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in his report.

The Board has appointed M/s. Aabid & Co., Company Secretaries as Secretarial Auditors for the financial year 2017-18.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Act do not apply as there was no dividend declared and paid by the Company.

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

During the year under review, there were no such orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

During the year, there were no loans and guarantees given under Section 186 of the Act. Particulars of investments have been disclosed as part of the financial statements of your Company for the year under review, as Note 5.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE ACT IN THE PRESCRIBED FORM

All contract(s) / arrangement(s) / transaction(s) entered into by your Company with its related parties, during the year under review, were:

- in "ordinary course of business" of the Company;

- on "an arm''s length basis"; and

- not "material",

However, details of the related party transactions entered into during the year under review and as on March 31, 2017, are disclosed as part of the financial statements of your Company for the year under review, as Note 38. Further, pursuant to the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Board has, approved and adopted a Policy on related party transactions. The said policy is available on your Company''s website viz. www.adlabsimagica.com.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

RISK MANAGEMENT

CORPORATE SOCIAL RESPONSIBILITY (CSR)

This policy has been formally formulated and adopted in terms of Section 135 of the Act and Rules framed there under to undertake CSR activities. The Company has always made consistent efforts to maintain an active corporate social responsibility portfolio.

The Company has duly constituted CSR Committee comprising of Mr. Steven A. Pinto, Mr. Ashutosh Kale and Mr. Manmohan Shetty.

The responsibilities of the CSR Committee include:

1. Formulating and recommending to the Board of Directors the CSR Policy and indicating activities to be undertaken.

2. Recommending the amount of expenditure for the CSR activities.

3. Monitoring CSR activities from time to time.

However, your Company has contributed in the following areas and developed a process to help the villages like Mirkutwadi, Aadhivashiwadi, Umre, Golewadi and Khanav which is near the circumference of the Company premises in Khopoli:

1. Medical camps.

2. Blood donation.

3. Providing water supply.

4. Reconstruction of toilets.

5. Donation - non-perishable items.

NOMINATION AND REMUNERATION POLICY

FORMAL ANNUAL EVALUATION

The Company has devised a policy for performance evaluation of its individual directors, the Board and the Committees constituted by it, which includes criteria for performance evaluation.

A separate meeting of the Independent Directors was also held during the year for evaluation of the performance of the Non Independent Directors, the Board as a whole and that of the Chairman.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Act with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

d) the directors have prepared the annual accounts on a going concern basis;

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

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule

5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiary company is given in Form AOC-1 and forms an integral part of this Report.

VIGIL MECHANISM

Details of the Vigil Mechanism policy are made available on the Company''s website www.adlabsimagica.com.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 (12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided separately as Annexure 4 to this Report.

Details of employee remuneration as required under provisions of Section 197(12) of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 will be made available at the registered office of the Company during working hours, pursuant to the provisions of the first proviso to Section 136(1) of the Act and any Member interested in obtaining such information may write to the Company Secretary and the same will be made available to any such Member on request.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All new Independent Directors (IDs) inducted into the Board are given an orientation. Presentations are made by Executive Directors (EDs) and Senior Management giving an overview of the Company''s operations, to familiarize the new IDs with the Company''s business operations. The new IDs are given an orientation on our products, group structure and subsidiary company, Board constitution and procedures, matters reserved for the Board, and the Company''s major risks and risk management strategy. The Policy on the Company''s Familiarization Programme for IDs can be accessed at https://www. adlabsimagica.com/investor_docs/Familiarisation%20programme%20 for%20Independent%20Directors.pdf.

HUMAN RESOURCES

The Company regards human resources as a valuable asset. The Company encourages a performance driven culture and enables the employees with focused training at regular intervals. Further, the training needs at all divisions are periodically assessed and training programmes are conducted using internal resources and/or engaging external facilitators and trainers. The total number of permanent employees on the rolls of the Company as on the year end were 739.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure 5 to this Report.

CORPORATE GOVERNANCE

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis is annexed as Annexure 6.

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

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

During the year under review, the Company received Nil complaints pertaining to sexual harassment.

ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors

Manmohan Shetty

Place: Mumbai Chairman

Date: May 25, 2017 (DIN: 00013961)

Mar 31, 2015

Dear Members,

The Directors present the 6th Annual Report on the business and operations of the Company and the audited financial accounts for the year ended March 31,2015.

FINANCIAL HIGHLIGHTS

The standalone performance of the Company for the financial year ended March 31,2015 is summarized below:

(Rs. in Million)

Financial Year Financial year Particulars Ended March ended March 31,2015 31,2014

Total Revenue 1,912.52 1,070.13

Profit/(Loss) before tax and (1,719.60) (659.90)

exceptional items

Exceptional items - (3.72)

Profit/(Loss)beforetax (1,719.60) (663.62)

Tax expenses 648.00 136.05

Profit/(Loss)aftertax (1,071.60) (527.57)

Add : Balance brought (548.20) (20.63)

forward from previous year

Balance carried to Balance (1,619.80) (548.20) Sheet

FINANCIAL PERFORMANCE

Company recorded Revenue from operations of Rs. 1,894.2 Million in FY 2014-15 compared to Rs. 1,038.0 Million in FY 2013-14 registering a growth of 82.5%. Revenue growth was led by robust growth in footfall which grew from 0.814 Million in FY 2013-14 to 1.064 Million in FY 2014-15, registering a growth of 30.6% on full year basis.

Gross realisation per visitor (weighted average for both parks put together) was Rs. 1,776/-. The break-up of the realisation is as follows:

Rs. per visitor

Ticket 1,328

F&B 278

Retail 123

Digi Photo 16

Others 31

Total 1,776

Variable cost is primarily the cost of material for Food and Beverage (F&B) and Retail business and some of the Transaction charges paid for Online sales through our website. Cost of goods sold (COGS) for F&B and retail business is as follows:

* F&B COGS is 31% (Rs. 97.55 Million).

* Retail COGS is 46% (Rs. 63.49 Million).

* Weighted average COGS is 36%.

Rest of the cost is relatively fixed in nature. Though the sales and marketing spend may vary from quarter to quarter but on full year basis company spent Rs. 447.91 Million which is 24% of revenue of FY 2014-15. Key elements under this head are Advertisement and Marketing, Commission to channel partners, Sales Promotional expenses.

Employee cost is another material cost and company spent Rs. 479.14 Million for FY 2014-15 which is around 25% of gross revenue. It has increased in current year as Aquamagica has started operations in September / October 2014.

As the Water Park has started operations in second half of FY 2014-15, the Interest & Depreciation has been higher as compared to last year.

Weighted average Rate of interest is 12.9% p.a.

The EBITDA for the year has been Rs. 205.2 Million in FY 2014-15 compared to Rs. 38.5 Million in FY 2013-14, registering a growth of approx. 433.1%. EBITDA does not include other income.

THE STATE OF COMPANY AFFAIRS

The Company owns and operates an integrated one stop family entertainment destination near Mumbai. The Company has brought world-class and international standard outdoor entertainment with its two marquee projects - Adlabs Imagica - the Theme Park and Adlabs Aquamagica - the Water Park. The destination includes Novotel Imagica, a 287 room family hotel - Novotel Imagica.

Adlabs Imagica is India's first and only world-class theme park offering complete fun, thrill, entertainment, dining, shopping at a single location. It is an all-weather entertainment destination with 25 exciting rides, colourful events and attractions like live parade with characters. There is fun for every one of every age. It also has five theme restaurants as well as a number of kiosk eating options.There are a number of stores for retail and merchandising selling Imagica branded fun products that visitors can carry back as a fond memory of their experience.

The Water Park, Adlabs Aquamagica has been modeled on a very contemporary Mykonos theme with various structures, painting in white and blue tones. Aquamagica has 14 thrilling rides and 5 exquisite restaurants. Many of the rides are for the first time available in this country for the guests.

With the launch of operations Novotel Imagica, the Company will emerge as a complete holiday and entertainment destination where families can spend multiple days experiencing the fun and adventure of Theme Park and Water Park with an enjoyable stay at the hotel.

There is a significant gap in the market for premium outdoor entertainment destination in the country comparable with the best in the world. The small and mid-level amusement parks currently do not offer the same quality of fun and entertainment as international theme parks. India conspicuously lacked a world-class, international quality, premium theme park experience destination. With Imagica and Aquamagica, we have put India on the global map of top theme parks. The park has been designed by international designer and the rides and equipments are supplied by global Original Equipment Manufacturers (OEMs). These designers and OEMs have been associated with various large format theme parks across the world.

Looking forward, Company's journey will become more thrilling and exciting. We are eagerly working towards the launch of the Novotel Imagica - Khopoli in the month of August 2015. The launch of Snow Park in collaboration with Acme Entertainment and the commencement of the Adventure Park are the other two big events planned for the coming year.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of annual return is enclosed in Annexure 1.

DIVIDEND

Your Directors have not recommended any dividend on equity shares for the financial year under review.

TRANSFER TO RESERVES

Loss of Rs. 1,071.60 Million was transferred to the reserves during FY 2014-15.

NUMBER OF BOARD MEETINGS

During the year ended March 31, 2015, the Board of Directors met 13 times. The maximum gap between any two meetings was less than four months. The details of the board meetings and the attendance of directors are provided in the Corporate Governance Report.

INITIAL PUBLIC OFFER

Your Board is pleased to inform that the Company has successfully completed the Initial Public Offer (IPO) and equity shares of the Company were listed on both National Stock Exchanges of India Limited (NSE) and BSE Limited (BSE) w.e.f. April 6, 2015. The issue was open for subscription from March 10, 2015 to March 17, 2015.

The Company allotted 18,326,227 (Eighteen Million Three Hundred Twenty Six Thousand Two Hundred and Twenty Seven) equity shares of face value Rs. 10 (Rupees Ten only) each by way of fresh issue and 2,000,000 (Two Million) equity shares of face value Rs. 10 (Rupees Ten only) were transferred by way of an offer for sale equity shares by Thrill Park Limited (the "Selling Shareholder").

The equity shares of face value of Rs. 10/- (Rupees Ten Only) each were allotted to applicants at a price as mentioned hereunder including premium:

1. QIB at Rs. 180/- (Rupees One Hundred Eighty only) per equity share;

2. Anchor Investor at Rs. 221/- (Rupees Two Hundred Twenty One only) per equity share;

3. Non Institutional at Rs. 180/- (Rupees One Hundred Eighty only) per equity share; and

4. Retail Portion at Rs. 168/- (Rupees One Hundred Sixty Eight only) per equity share.

COMPULSORILY CONVERTIBLE DEBENTURES (CCDS)

During the year under review, the Company had issued:

1. 474, 978 CCDs to NYLIM Jacob Balias India Holdings IV; and

2. 24,999 CCDs to Jacob Balias Capital India Private Limited

CHANGES IN CAPITAL STRUCTURE

During the year under review, the Company has,

1. Allotted 95 equity shares of face value of Rs. 10/- each to NYLIM Jacob Balias India Holdings IV on preferential basis.

2. Allotted 5 equity shares of face value of Rs. 10/- each to Jacob Balias Capital India Private Limited on preferential basis.

3. Allotted 10,434,775 equity shares of face value of Rs. 10/- each to India Advantage Fund S3 I pursuant to Conversion of 1,439,999 Compulsorily Convertible Debentures held.

4. Allotted 2,539,989 equity shares of face value of Rs. 10/- each to NYLIM Jacob Balias India Holdings IV pursuant to conversion of 474,978 Compulsorily Convertible Debentures held.

5. Allotted 133,684 equity shares of face value of Rs. 10/- each to Jacob Balias Capital India Private Limited pursuant to conversion of 24,999 Compulsorily Convertible Debentures held.

6. Allotted 18,326,227 equity shares of face value of Rs. 10/- each in the Initial Public Offer.

Consequently, the paid up equity share capital has increased to Rs. 798,978,100/- divided into 79,897,810 equity shares of Rs. 10/- each.

COMPOSITION OF AUDIT COMMITTEE

The composition Audit Committee of the Company is as follows:

1) Mr.StevenA.Pinto;Chairman;

2) Mr. Ghulam Mohammed;

3) Mr. Prashant Purker; and

4) Ms. Anjali Seth.

DECLARATION OF INDEPENDENCE BY DIRECTORS

The Independent Directors of the Company have confirmed and certified that they continue to meet and abide by all the requirements specified under:

* Section 149(6) of the Companies Act, 2013; and

* Code for Independent Directors pursuant to Section 149(8) and Schedule IV of the Companies Act, 2013.

DIRECTORS

Pursuant to Section 152 of the Companies Act, 2013, Mr. Kapil Bagla, Director of the Company shall retire by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

During the year under review, Mr. Ghulam Mohammed, Mr. Steven A. Pinto and Ms. Anjali Seth were appointed as Independent Directors of the Company with effect from April 4, 2014. Their appointments were also confirmed in the Extra-Ordinary General Meeting of the Company held on April 11,2014.

Mr. Praveen Nischol and Mr. Naresh Patwari had resigned from the Directorship of the Company with effect from April 4, 2014. The Board places on record its sincere appreciation for the active involvement and support of Mr. Praveen Nischol and Mr. Naresh Patwari during their tenure.

A brief profile of the Director being proposed to be re-appointed at the ensuing Annual General Meeting, their nature of expertise in specific functional areas and names of Companies in which they hold directorships and/or Memberships/Chairmanship of Committees of the Board as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are given in the section of Corporate Governance elsewhere forming part of this Annual Report.

KEY MANAGERIAL PERSONNELS

During the year under review,

1) Mr. Kapil Bagla was re-appointed as Whole Time Director and CEO of the Company in the Annual General Meeting of the Company held on September 30, 2014 for a period of three years from July 6, 2014 to July 5, 2017.

2) Mr. Rakesh Khurmi was appointed as Chief Financial Officer of the Company with effect from October 1,2014.

3) Mr. Ghanshyam Jhala, Company Secretary of the Company resigned on August 14, 2014 and then was re-appointed as Company Secretary of the Company with effect from August 14, 2014 after being appointed as Company Secretary of Thrill Park Limited, the holding Company of the Company in compliance with Section 203 of the Companies Act, 2013.

SUBSIDIARY COMPANIES

During the year under review, Walkwater Properties Private Limited became wholly owned subsidiary of the Company with effect from September 11, 2014.

Pursuant to the Section 136 of the Companies Act, 2013 which has exempted companies from attaching the Annual Reports and other particulars of its subsidiary companies along with Annual Report of the Company, the Annual Report of Walkwater Properties Private Limited is not attached with this Annual Report. However, a statement giving certain information required in the aforesaid section is placed along with the Consolidated Accounts.

The financial statement of the subsidiary company is kept for inspection by the shareholders at the Registered Office of the Company.

DEPOSITS

The Company has not invited any deposits pursuant to Section 73 of the Companies Act, 2013.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

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

During the year under review, there were no such orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate internal control procedures commensurate with its size and nature of business. The business control procedures ensure efficient use and protection of Company's resources and compliance with policies, procedures and statutory requirements. Further Internal auditors are appointed to carry audit assignments and to periodically review the transactions across the divisions and evaluate effectiveness of internal control systems.

LOANS AND INVESTMENTS BY THE COMPANY

Details of loans and investments by the Company, to other body corporates or persons are given in notes to the financial statements.

RELATED PARTY TRANSACTIONS

All the related party transactions are done on arm's length basis. The Company presents a statement of all related party transactions before the Audit Committee. Details of such transactions in the prescribed form AOC 2 are given in the Annexure 2.

The related Party Transactions Policy as approved by the Board is uploaded on the Company's website.

RISK MANAGEMENT

The Company follows a well-established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board.

The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organization's objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

The Risk Management Committee assists the Board in its oversight of the Company's management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

The heads of departments /functions of the Company are required to provide a compliance report and certificate and assess internal controls within their respective functions monthly, and issue assurance statements on the effectiveness of such controls. These statements are consolidated at the entity level by way of an assurance statement from the Compliance Officer and presented to the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per Section 135(5) of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and schedule VII of the Companies Act, 2013, the Company has duly constituted CSR Committee comprising of Mr. Steven A. Pinto, Mr. Prashant Purker and Mr. Manmohan Shetty. The Committee has decided the activities to be undertaken by the Company and the expenditures to be incurred the same and recommended the same to the Board and the Board approved the CSR policy. Further the CSR policy is annexed herewith for your kind perusal and information as Annexure 3.

The Company did not have net profits for the year ended March 31, 2014 and March 31, 2015. Although, the Company had undertaken some CSR activities voluntarily at Khopoli and nearby areas where its integrated theme park is located and functional.

NOMINATION AND REMUNERATION POLICY

The Company follows a policy on remuneration of Directors and Senior Management Employees. The Policy is approved by the Nomination and Remuneration Committee of the Company. More details on the same are given in the Corporate Governance Report.

SECRETARIAL AUDITOR AND SECRETARIAL AUDITOR REPORT

The Board had appointed M/s. Aabid & Co., Company Secretaries to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15. The Report of Secretarial Auditor is annexed to this report as Annexure 4.

The Report does not contain any qualification.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually and independent directors have also in their separate meeting reviewed the performance of non-independent directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors and 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.

The criteria for evaluation of performance of Directors and the Board were as follows:

1. Attendance and contribution at Board and Committee meetings.

2. His/her stature, appropriate mix of expertise, skills, bahaviour, experience, leadership qualities, sense of sobriety and understanding of business, strategic direction to align company's value and standards.

3. His/her knowledge of finance, accounts, legal, investment, marketing, foreign exchange/ hedging, internal controls, risk management, assessment and mitigation, business operations, processes and Corporate Governance.

4. His/her ability to create a performance culture that drives value creation and a high quality of debate with robust and probing discussions.

5. Effective decisions making ability to respond positively and constructively to implement the same to encourage more transparency.

6. Open channels of communication with executive management and other colleague on Board to maintain high standards of integrity and probity.

7. Recognize the role which he/she is expected to play, internal Board relationships to make decisions objectively and collectively in the best interest of the Company to achieve organizational successes and harmonizing the Board.

8. His/her global presence, rational, physical and mental fitness, broader thinking, vision on corporate social responsibility etc.

9. Quality of decision making and understanding financial statements and business performance, raising of finance, best source of finance, working capital requirement, human resources etc.

10. His/her ability to monitor the performance of management and satisfy himself with integrity of the financial controls and systems in place by ensuring right level of contact with external stakeholders.

11. His/her contribution to enhance overall brand image of the Company.

Ratings on the performance was given within minimum 1 and maximum 10, the rating 1 being least effective and 10 being most effective.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(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 directors have prepared the annual accounts on a going concern basis;

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

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

AUDITORS AND AUDITORS' REPORT

M/s. A. T. Jain & Co., Chartered Accountants, the auditors of the Company hold office until the conclusion of the ensuing AGM and are eligible for re-appointment as per Section 139 of the Companies Act, 2013.

The Company has received letter from M/s. A. T. Jain & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.

The observations and comments given by Auditors in their report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors' Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 and the rules framed thereunder forms part of this report. However, in terms of Section 136(1) of the Companies Act, 2013, the Report and Accounts are being sent to the members and other entitled there to, excluding the Statement of particulars of Employees. The Annexure is available for inspection by the members at the Registered Office of the Company during business hours on working days upto the date of the ensuing Annual General Meeting.If any member is interested in obtaining a copy there of, such member may write to the Company Secretary, whereupon a copy would be sent.

HUMAN RESOURCES

The Company regards human resources as a valuable asset. The Company encourages a performance driven culture and enables the employees with focused training at regular intervals. Further, the training needs of the staff at all Divisions are periodically assessed and training programmes are conducted using internal resources and/or engaging external facilitators and trainers. The total number of employees including payroll & contract as on the year end were 1,290.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013 are provided in Annexure 5 to this Report.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the Companies Act, 2013, and as stipulated under the listing agreement entered with the stock exchanges. A separate section on corporate governance under the listing agreement, along with certificate from the auditors confirming the compliance, is annexed and forms part of the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

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

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

The Policy on Prevention of Sexual Harassment at Workplace has been formulated by the Company. The policy aims to develop a harmonious and productive working environment free from sexual harassment. The Company also ensures all allegations of sexual harassment are investigated and dealt with effectively and appropriately.

During the year, the Company received 3 complaints pertaining to sexual harassment. All the complaints have been resolved as on March 31,2015.

ACKNOWLEDGMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff of the Company during the financial year.

For and on behalf of the Board of Directors

Manmohan Shetty Chairman (DIN:00013961) Place: Raigad Date: August 3, 2015

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