Directors Report of Spice Lounge Food Works Ltd.

Mar 31, 2025

The Directors present their 44^th Annual Report along with Audited Statements of Accounts for the Financial Year
ended 31st March, 2025.

FINANCIAL RESULTS

The performance of the Company is as follows:(Amount in Lakhs)

Particulars	As at 31 March, 25		As at 31 March, 24
	Standalone	Consolidated	Standalone
Revenue from Operations	66.21	10527.04	0
Other Income	0	111.56	0
Total Expenses	40.6	10058.41	5.20
Profit/(Loss) before exceptional items and tax	26.15	580.19	(5.20)
Exceptional Items	0	0	0
Profit/(Loss) before tax	26.15	580.19	(5.20)
Tax Expenses:
(1) Current Tax	6.80	101.33	0
(2) Deferred Tax (Asset)/ Liability	(0.06)	(85.70)	(0.05)
Profit (Loss) after Tax for the period	19.41	564.56	(5.15)
Total Comprehensive Income for the year	19.41	584.06	(5.15)
Earnings Per Share:
a) Basic (Rs.)	0.003	0	(0.02)
b) Diluted (Rs.)	0.003	0	(0.02)

COMPANY PERFORMANCE

Your Company posted financial results during the year under review. There was Income of 66.21Lakhs during the
Financial Year 2024-2025 and incurred Profit of 19.41 Lakhs as compared to Previous Years Loss of Rs. (5.15)
Lakhs.

DIVIDEND

The Company does not have adequate profits for the year under review hence decided not to declare any
dividend.

TRANSFER TO RESERVES

In view of the losses incurred by the Company during the year, the Board of Directors did not propose to transfer
any amount to reserves for the period under review.

FIXED / PUBLIC DEPOSITS

The Company has not accepted any deposits falling within the meaning of Sec. 73, 74 & 76 of the Companies Act,
2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the Financial Year under review.

CAPITAL STRUCTURE

During the financial year under review, the capital of the Company has changed - Authorized Share Capital of
Company to Rs. 70,00,00,000/- (70,00,00,000 Equity Shares of Rs.1/- each) and the Paid-Up capital of Company
is increased to Rs. 69,71,22,600/- (69,71,22,600 Equity Shares of Rs. 1/- each).

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes affecting the financial position of the Company subsequent to the close of the
financial year 2025 till the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORY AUTHORITIES/COURTS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going
concern status and Company’s operations in future.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-7 is available on the
Company Website( www.espicelounge.com).

AUDIT STATUTORY AUDIT:

Pursuant to the provisions of section 139 of the act and the rules framed thereafter, M/s. JMT & Associates,
(firms registration no. 104167W), Chartered Accountants, was appointed as statutory auditors of the company
at the 43rd annual general meeting upto the conclusion of 48th annual general meeting to be held for the fy
2028-29. The auditors’ report for fiscal 2025 does not contain any qualification, reservation or adverse remark.
the auditors’ report is enclosed with the financial statements in this annual report. the company has received
audit report with unmodified opinion for on basis of audited financial results of the company for the financial
year ended march 31, 2025 from the statutory auditors of the company.

The auditors have confirmed that they have subjected themselves to the peer review process of institute of
chartered accountants of india (icai) and hold valid certificate issued by the peer review board of the ICAI. the
company has recived consent letter and eligibility certificate from m/s. JMT &associates, chartered accountants,
(firms registration no. 104167W), to act as statutory auditor of the company.

COST AUDIT

Cost Audit is not applicable to your Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Sarada Putcha, Practicing
Company Secretary to conduct the Secretarial Audit of the Company for the year ended 31^st March, 2025.

The Secretarial Audit Report in Form MR 3 is annexed herewith as “Annexure II” to this report and contains
no qualification, reservation or adverse remarks.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and nature of its operations.
The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its
objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of
the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in
the Company, its compliance with operating systems, accounting procedures and policies of the Company.
Based on the suggestions of internal audit function, Management undertakes corrective action in their
respective areas and thereby strengthens the controls.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Current policy is to have an appropriate mix of Executive and Independent Directors to maintain the
Independence of the Board, and separate its functions of Governance and Management. As on date of this report
your Board consists of 6 Directors including 4 Executive Director and 2 are Independent Non-Executive Directors
(including a women Director).

The Policy of the Company on Appointment and Remuneration, including criteria for determining qualifications,
positive attributes, independence of directors and other matters, as required under Section 178 (3) of the Companies
Act, 2013 has been framed by the Company. We affirm that the Remuneration paid to the Directors is as per terms
laid out in the Nomination and Remuneration Policy.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration that they meet the criteria of independence as laid down
under Section 149 (6) of the Companies Act, 2013 read with the rules made thereunder and Regulation 16 of SEBI
(LODR) Regulations, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the Financial Year with related parties
were on an arm’s length basis, in the ordinary course of business and were in compliance with the applicable
provisions of the Companies Act and SEBI (LODR) Regulations. The prior approval of the Audit committee was
sought for all related party transactions.

During the financial year ended 31^st March, 2025, there have been no related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large. The policy on Related Party Transactions as approved
by the Board is uploaded on the Company’s website.

Detailed information about the Related Party Transactions is enclosed in Form AOC 2 as “Annexure III” to this
report.

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

Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(i) The steps taken by the company for 11utilizing the alternate sources of energy -Nil

(ii) The capital investment on energy conservation equipments - Nil
Technology Absorption, adaptation and innovation:-

Indigenous Technology is involved for the manufacturing the products of the Company. Research and
Development (R & D): No research and Development has been carried out.

Foreign exchange earnings: Rs. Nil
Foreign exchange out go: Rs. Nil

RISK MANAGEMENT

The Company has adopted a Risk Management Plan for implementation of Enterprise Risk Management (ERM)
framework. As per the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015, the Board shall establish a Risk Management Plan/ Policy and the Risk Management Committee
shall evaluate the Risk Management systems periodically.

In line with this requirement, the Board is responsible for initiating and instituting the ERM framework and setting
the requisite tone at the top for implementation of the ERM framework. Further, the Board shall be responsible for
overseeing measures for managing risk. The Plan also envisages a key role for the Risk Management Committee
which shall periodically (at least annually) review the adequacy of Risk Management Systems, recommend
improvements if needed, discuss with external consultants, Internal Auditors to test the adequacy and effectiveness
of the Risk Management System.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy,
these risks are assessed and steps as appropriate are taken to mitigate the same.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said
provisions under section 135 of the Companies Act, 2013 are not applicable to the company.

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate internal financial controls commensurate with the size and needs of the
business. These controls ensures the orderly and efficient conduct of its Business, including adherence to the
Company’s policies, identification of areas of improvement, safeguarding of its assets from unauthorized use, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely
preparation of reliable financial statements and / or disclosures.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy framed to deal with instance of Fraud and Mis- Management, if any in
the Group pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 &
34 (3) of SEBI (LODR) Regulations, 2015. The details of the Policy are posted on the website:
www.espicelounge.com. Employees can report to the Management concerned unethical behaviour, act or suspected
fraud or violation of the Company’s Code of Conduct Policy no employee has been denied access to the Audit
Committee.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL ACT, 2013

The Company has in place an anti-sexual harassment policy in line with the requirements of the Sexual
Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013.All Employees
(Permanent, Contractual, temporary, Trainees) are covered under this policy. There was no case of sexual
harassment reported during the year under review.

BOARD MEETINGS

The Board of Directors duly met 8(Eight) times in the FY 2024-2025 and in respect of which meetings, proper
notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained
for the purpose.

1. 07-05-2024	2.	11-05-2024	3. 17-06-2024
4. 09-08-2024	5.	02-09-2024	6. 14-11-2024
7. 15-01-2025	8.	14-02-2025

DIRECTORS AND KEY MANANGERIAL PERSONNEL

During the financial year under review, the following changes occurred in the Board of Directors.

Appointment:

1. Mr. MOHAN BABU KARJOLA (DIN: 08570948) was appointed as Executive Director, Chairperson of the
Company with effect from 14.11.2024.

2. Mr. Veluru Ramesh Naidu (DIN: 05287438) was appointed as Executive Director of the Company with effect from
15.01.2025

3. Mr. Venugopal Naidu Kongarla Venkatesh (DIN: 08561220) was appointed as Executive Director of the company
with effect from 15.01.2025.

4. Mr. Vinay Kesaram (DIN: 08299745) was appointed as Non- Executive Independent Director of the company with
effect from 15.01.2025.

5. Ms. Kondini Nikitha Chowdhary (DIN: 10897116) WAS appointed as Non- Executive Independent Director of the
company with effect from 15.01.2025.

Resignation:

6. Mr. NOMULA SRINIVAS (DIN: 07496152) was resigned as Executive Director, of the Company with cessation
date of 01.03.2025.

7. Mr. SIVA PRASAD GORTHY (DIN: 09137211) was resigned as Non- Executive Independent Director of the
company with cessation date of 01.03.2025.

8. Mr. JANAKI YARLAGADDA (DIN: 02129823) was resigned as Executive Director, of the Company with
cessation date of 01.03.2025.

9. Mr. MAYANK PURAN CHANDRA JOSHI (DIN: 07830843) was resigned as Non- Executive Independent
Director of the company with cessation date of 01.03.2025.

10. Ms. SRIKONDA ANUPAMA (DIN: 10242417) was resigned as Non- Executive Independent Director of the
company with cessation date of 01.03.2025.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by
Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that
the Company’s internal financial controls were adequate and effective during the Financial Year 2024-2025
Accordingly, pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, confirm that:

• In the preparation of the annual accounts the applicable accounting standards have been followed along
with proper explanation relating to material departures;

• They have, selected such accounting policies as mentioned in the notes to the financial statements 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 the end of the financial year 2024-2025 and of the
loss of the Company for that period.

• They 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 The annual accounts for the year 2024-2025
have been prepared on a going concern basis.

• They have laid down proper internal financial control to be followed by the Company and that the
internal financial controls were adequate and are operating effectively.

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

COMPLIANCE DEPARTMENT:

Details of complaints/ requests received, resolved and pending during the Financial Year 2024-2025:

During the year	Received	Resolved	Pending
2024-25	Nil	Nil	Nil

The compliance department of the company is responsible for independently ensuring that the operating and
business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory
authorities were disseminated across the company to ensure that the business and business units operate within the
boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their
activities & processes.

SUBSIDIARIES

The following are the subsidiary details of the company:

Name of the investee	RELATION SHIP	Country of incorporation	Percentage of ownership 31-03-2025
Mirchi Wild Wings Private Limited	Subsidiary	India	100
MWW Gachibowli Private Limited	Step Down Subsidiary	India	100
Chicken Wild Wings Private Limited	Subsidiary	India	100
Teksoft Systems Inc	Subsidiary	U.S.A	100

COMMITTEES

Audit Committee (As on 31-03-2025)

The purpose of the Audit Committee is to assist the Board of Directors in reviewing the financial information which
will be provided to the Members and others, reviewing the systems of internal controls established in the Company,
appointing, retaining and reviewing the performance of internal accountants/internal auditors and overseeing the
Company’s accounting and financial reporting process and the audit of the Company’s financial statements.

The power and terms of reference of the Audit Committee are as mentioned in Regulation 18 and Part C of Schedule
II of SEBI (LODR) Regulations, 2015, read with Section 177 of the Companies Act, 2013.

During the FY 2024-2025, Audit committee met on 8 (Eight) times in the FY 2024-2025 on

1. 07-05-2024	2. 11-05-2024	3. 17-06-2024
4. 09-08-2024	5. 02-09-2024	6. 14-11-2024
7. 15-01-2025	8. 14-02-2025

The Composition is as follows:

Name	Designation	Category
Ms. Kondini Nikitha Chowdhary	Chairman	Independent Non Executive
Mr. Vinay Kesaram	Member	Independent Non Executive
Mr. Mohan Babu Karjola	Member	Executive

Nomination & Remuneration Committee (As on 31-03-2025)

The power and terms of reference of the Nomination and Remuneration Committee are as mentioned in
Regulation 19 and part D of Schedule II of SEBI (LODR) Regulations, 2015, read with Section178 of the Companies
Act,2013

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing
Director/Whole Time Director of the Company and while approving:

To take into account the financial position of the Company, trend in the industry, appointee’s qualification,
experience, past performance, past remuneration etc.

To bring out objectivity in determining the remuneration package while striking a balance between the interest
of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their
contribution and retain talent in the organization and reward merit. The remuneration levels are governed by industry
pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.
Remuneration to the Managerial Personnel for the financial year 2024-25- Stated in “Annexure III

During the FY 2024-2025, the Nomination and Remuneration Committee Meeting was held on

1. 07-05-2024	2.	11-05-2024	3. 17-06-2024
4. 09-08-2024	5.	02-09-2024	6. 14-11-2024
7. 15-01-2025	8.	14-02-2025

The Composition is as follows:

Name	Designation	Category
Ms. Kondini Nikitha Chowdhary	Member	Independent Non-Executive
Mr. Vinay Kesaram	Chairperson	Independent Non-Executive

Stakeholders Relationship Committee (As on 31-03-2025) The Powers of the Committee are as follows:

The power and terms of reference of the Stakeholders Relationship Committee are as mentioned in Regulation 20
and part D of Schedule II of SEBI (LODR) Regulations, 2015.

The Committee has been delegated with the following powers:

To redress shareholder and investor complaints relating to transmission of Shares, Dematerialization of Shares,
non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints etc.

To approve, transmission, and issue of duplicate / fresh share certificate(s)Consolidate and sub¬
division of share certificates etc.

To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any
shareholder of the company and investor in general.

The Board has delegated the power to process the transmission of Shares to the Registrar and Share Transfer Agents
of the Company; Aarthi Consultants Pvt. Ltd.,1-2-285, Domalguda, Hyderabad - 500 029. Ph: 040 - 27642217,
27638111 Fax: 040 - 27632184

The Company has designated an exclusive E-mail ID [email protected] for Complaints /
Grievances.

During the FY 2024-2025, 8 meeting(s) of the Stakeholders Relationship Committee Meeting on

1. 07-05-2024	2.	11-05-2024	3. 17-06-2024
4. 09-08-2024	5.	02-09-2024	6. 14-11-2024
7. 15-01-2025	8.	14-02-2025

The Composition is as follows:

Name	Designation	Category
Ms. Kondini Nikitha Chowdhary	Chairperson	Independent Non Executive
Mr. Vinay Kesaram	Member	Independent Non Executive
Mr. Mohan Babu Karjola	Member	Executive

Declaration from Independent Directors on Annual Basis:

FY2024-2025-The Company has received a declaration from Mr.Vinay Kesaram and Ms. Kondini Nikitha
Chowdhary - Independent Non-Executive Directors of the Company to the effect that they are meeting the criteria
of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

The Composition is as follows:

Name	Designation	Category
Mr. Vinay Kesaram	Member	Independent Non-Executive
Ms. Kondini Nikitha Chowdhary	Chairperson	Independent Non-Executive

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF
COMPLIANCE WITH THE CODE OF CONDUCT

The Company do hereby declare that the directors and senior management of the Company have exercised their
authority and powers and discharged their duties and functions in accordance with the requirements of the code of
conduct as prescribed by the company and have adhered to the provisions of the same.

ACKNOWLEDGMENT

Your Directors place on record their appreciation for the valuable support extended by various departments
viz., Central and State Governments, Stock Exchanges, SEBI, NSDL, CDSL, RTA, Banks, Auditors and other
Regulatory Bodies etc for their continued support to the Company’s growth.

The Directors record their special appreciation to all employees for their efforts and contribution towards the growth
and achieving this performance.

Your Directors also wish to express their thanks to the Shareholders for the confidence which they reposed in them.

Place: Hyderabad For and on Behalf of the Board

Date: 02-09-2025 SPICE LOUNGE FOOD WORKS LIMITED

(Formerly Shalimar Agencies Limited)

Sd/-

Babu Edalamapti Purushotham
Managing Director
(DIN: 03466935)

---

Mar 31, 2024

The Directors present their 43^rd Annual Report along with Audited Statements of
Accounts for the Financial Year ended 31st March, 2024.

FINANCIAL RESULTS

The performance of the Company is as follows:(Amount in Lakhs)

Particulars	2023-24	2022-23
Income	--	--
Expenditure	5.20	8.61
Profit before Tax	(5.20)	(8.61)
Current Year Tax	(0.05)	(0.04)
Profit after Tax	(5.15)	(8.57)

COMPANY PERFORMANCE

Your Company posted financial results during the year under review. There were no
Operations during the Financial Year 2023-2024 and incurred Loss Rs. (5.15) Lakhs
as compared to Previous Years Loss of Rs. (8.57) Lakhs.

DIVIDEND

The Company does not have adequate profits for the year under review hence
decided not to declare any dividend.

TRANSFER TO RESERVES

In view of the losses incurred by the Company during the year, the Board of Directors
did not propose to transfer any amount to reserves for the period under review.

FIXED / PUBLIC DEPOSITS

The Company has not accepted any deposits falling within the meaning of Sec. 73, 74
& 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts)
Rules 2014, during the Financial Year under review.

CAPITAL STRUCTURE

During the financial year under review, the capital of the Company has remain
unchanged and the Authorized Share Capital of Company is Rs. 70,00,00,000/-
(7,00,00,000 Equity Shares of Rs.10/- each) and the Paid-Up capital of Company is Rs.
3,00,10,000/- (30,01,000 Equity Shares of Rs. 10/- each).

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL
POSITION OF THE COMPANY

There are no material changes affecting the financial position of the Company
subsequent to the close of the financial year 2024 till the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORY AUTHORITIES/COURTS

No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company’s operations in future.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-7 is
available on the Company Website(www.shalimaragencieslimited.com).

AUDIT STATUTORY AUDIT:

The Board of Directors recommends appointment of M/s. JMT & Associates, Chartered
Accountants (Firm Registration No. 104167W) as Statutory Auditors of the Company in
place of M/s. P C N & Associates., Chartered Accountants (FRN: 016016S) who have
tendered their resignation as Statutory Auditors of the Company. The Board of Directors
of the Company at its meeting held on 17^th June, 2024 have appointed M/s. JMT &
Associates, Chartered Accountants (Firm Registration No. 104167W), subject to
approval of shareholders at ensuing Annual General Meeting, to hold office from the
conclusion of 43^rd Annual General Meeting till the conclusion of 48^th Annual General
Meeting.

The Board recommends to the members of the Company approval of appointment of
M/s. JMT & Associates, Chartered Accountants (Firm Registration No. 104167W) as the
Statutory Auditors of the Company.

Your Company has received a letter from M/s. JMT & Associates, Chartered
Accountants (Firm Registration No. 104167W) to the effect that their appointment, if
made, would be under the second and third proviso to Section 139 (1) of the Companies
Act, 2013 and that they are not disqualified within the meaning of Section 141 of the
Companies Act, 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules,

2014.

COST AUDIT

Cost Audit is not applicable to your Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed Sarada Putcha, Practicing Company Secretary to conduct
the Secretarial Audit of the Company for the year ended 31^st March, 2024.

The Secretarial Audit Report in Form MR 3 is annexed herewith as “Annexure II”
to this report and contains no qualification, reservation or adverse remarks.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and
nature of its operations. The scope and authority of the Internal Audit function is defined
by the Audit Committee. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems,
accounting procedures and policies of the Company. Based on the suggestions of
internal audit function, Management undertakes corrective action in their respective
areas and thereby strengthens the controls.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Current policy is to have an appropriate mix of Executive and Independent
Directors to maintain the Independence of the Board, and separate its functions of
Governance and Management. As on date of this report your Board consists of 6
Directors including 3 Executive Director and 3 are Independent Non-Executive
Directors (including a women Director).

The Policy of the Company on Appointment and Remuneration, including criteria for
determining qualifications, positive attributes, independence of directors and other
matters, as required under Section 178 (3) of the Companies Act, 2013 has been
framed by the Company. We affirm that the Remuneration paid to the Directors is as
per terms laid out in the Nomination and Remuneration Policy.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration that they meet the criteria of
independence as laid down under Section 149 (6) of the Companies Act, 2013 read
with the rules made thereunder and Regulation 16 of SEBI (LODR) Regulations,
2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the
Financial Year with related parties were on an arm’s length basis, in the ordinary
course of business and were in compliance with the applicable provisions of the
Companies Act and SEBI (LODR) Regulations. The prior approval of the Audit
committee was sought for all related party transactions.

During the financial year ended 31^st March, 2024, there have been no related party
transactions made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large. The policy on Related Party Transactions as
approved by the Board is uploaded on the Company’s website.

Detailed information about the Related Party Transactions is enclosed in Form AOC
2 as “Annexure III” to this report.

NON - APPLICABILTY OF CORPORATE GOVERNANCE

As per the SEBI Circular CIR/CFD/POLICYCELL/7/2014 dated 15th September,
2014, the Paid-Up Capital of the Company is less than Rs. 10 Crores and Net worth
being less than Rs. 25 Crores, Corporate Governance and its report is Not Applicable
to the Company.

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

Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures
for conservation of energy.

(i) The steps taken by the company for 1 lutilizing the alternate sources of energy -Nil

(ii) The capital investment on energy conservation equipments - Nil
Technology Absorption, adaptation and innovation:-

Indigenous Technology is involved for the manufacturing the products of
the Company. Research and Development (R & D): No research and
Development has been carried out. Foreign exchange earnings: Rs. Nil
Foreign exchange out go: Rs. Nil

RISK MANAGEMENT

The Company has adopted a Risk Management Plan for implementation of Enterprise
Risk Management (ERM) framework. As per the Companies Act, 2013 and SEBI
(Listing Obligation and Disclosure Requirements) Regulations 2015, the Board shall
establish a Risk Management Plan/ Policy and the Risk Management Committee shall
evaluate the Risk Management systems periodically.

In line with this requirement, the Board is responsible for initiating and instituting the
ERM framework and setting the requisite tone at the top for implementation of the
ERM framework. Further, the Board shall be responsible for overseeing measures for
managing risk. The Plan also envisages a key role for the Risk Management
Committee which shall periodically (at least annually) review the adequacy of Risk
Management Systems, recommend improvements if needed, discuss with external
consultants, Internal Auditors to test the adequacy and effectiveness of the Risk
Management System.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk,
legal risk. As a matter of policy, these risks are assessed and steps as appropriate are
taken to mitigate the same.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions under section 135 of the Companies
Act, 2013 are not applicable to the company. ADEQUACY OF INTERNAL
FINANCIAL CONTROL SYSTEM

The Company has in place adequate internal financial controls commensurate with
the size and needs of the business. These controls ensures the orderly and efficient
conduct of its Business, including adherence to the Company’s policies, identification
of areas of improvement, safeguarding of its assets from unauthorized use, the
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and timely preparation of reliable financial statements and / or
disclosures.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy framed to deal with instance of Fraud and
Mis- Management, if any in the Group pursuant to the provisions of section 177(9) &

(10) of the Companies Act, 2013 and Regulation 22 & 34 (3) of SEBI (LODR)
Regulations, 2015. The details of the Policy are posted on the website:
www.shalimaragencieslimited.com. Employees can report to the Management
concerned unethical behaviour, act or suspected fraud or violation of the Company’s
Code of Conduct Policy no employee has been denied access to the Audit Committee.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL ACT, 2013

The Company has in place an anti-sexual harassment policy in line with the
requirements of the Sexual Harassment of Women at the work place (Prevention,

Prohibition and Redressal) Act, 2013.All Employees (Permanent, Contractual,
temporary, Trainees) are covered under this policy. There was no case of sexual
harassment reported during the year under review.

BOARD MEETINGS

The Board of Directors duly met 7(Seven) times in the FY 2023-2024 and in respect
of which meetings, proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose.

Board Meetings during the FY 2023-2024:

1 12.05.2023 2 11.08.2023 3 18.09.2023

4 18.10.2023 5 13.11.2023 6 09.02.2024

DIRECTORS AND KEY MANANGERIAL PERSONNEL

During the financial year under review, the following changes occurred in the Board of Directors
Appointment:

1. Mr. Srikonda Anupama (DIN: 10242417) was appointed as Independent Director
of the Company with effect from 18.10.2023.

Post Financial Year of the company

2. Mr. Manoj Sandiliya Telakapalli (DIN: 09630229) and Mrs. Aruna Gamini
Yanamandra was resigned as Whole Time Director and Independent Director of
the Company with effect from 30.04.2024

3. Mr. Babu Edalamapti Purushotham (DIN: 03466935 and Mr. Ravi Kumar Parital
was appointed as Managing Director and CFO of the company with effect from
30.04.2024.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the Internal,
Statutory and Secretarial Auditors and the reviews performed by Management and
the relevant Board Committees, including the Audit Committee, the Board is of the
opinion that the Company’s internal financial controls were adequate and effective
during the Financial Year 2023-2024

Accordingly, pursuant to Section 134 (5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:

(I) In the preparation of the annual accounts the applicable accounting standards
have been followed along with proper explanation relating to material
departures;

(II) They have, selected such accounting policies as mentioned in the notes to the
financial statements 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 the end of the financial year 2023-2024 and of the loss of the
Company for that period;

(iii) They 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 The annual accounts for the year 2023-2024 have been prepared
on a going concern basis.

(iv) They have laid down proper internal financial control to be followed by the
Company and that the internal financial controls were adequate and are operating
effectively.

(v) They have devised proper systems to ensure compliance with the provisions of
all applicable laws was and such systems are adequate and operating effectively.

COMPLIANCE DEPARTMENT:

Details of complaints/ requests received, resolved and pending during the Financial
Year 2023-2024:

During the year	Received	Resolved	Pending
2023-24	Nil	Nil	Nil

The compliance department of the company is responsible for independently ensuring
that the operating and business units comply with regulatory and internal guidelines.
New instructions/guidelines issued by the regulatory authorities were disseminated
across the company to ensure that the business and business units operate within the
boundaries set by the regulators and that compliance risks are suitably monitored and
mitigated in course of their activities & processes.

COMMITTEES

Audit Committee (As on 31-03-2024)

The purpose of the Audit Committee is to assist the Board of Directors in reviewing
the financial information which will be provided to the Members and others,
reviewing the systems of internal controls established in the Company, appointing,
retaining and reviewing the performance of internal accountants/internal auditors and
overseeing the Company’s accounting and financial reporting process and the audit of
the Company’s financial statements.

The power and terms of reference of the Audit Committee are as mentioned in
Regulation 18 and Part C of Schedule II of SEBI (LODR) Regulations, 2015, read
with Section 177 of the Companies Act, 2013.

During the FY 2023-2024, Audit committee met on 4 (Four) times in the FY 2023-2024 on

1 18.05.2023 2 09.08.2023

3 14.11.2023 4 13.02.2024

The Composition is as follows:

Name	Designation	Category
Mr. Siva Prasad Gorthy	Chairman	Independent Non Executive
Ms. Aruna Gamini Yanamandra	Member	Independent Non Executive
Mr. Mayank Puran Chandra Joshi	Member	Independent Non Executive

Nomination & Remuneration Committee (As on 31-03-2024)

The power and terms of reference of the Nomination and Remuneration Committee
are as mentioned in Regulation 19 and part D of Schedule II of SEBI (LODR)
Regulations, 2015, read with Section178 of the Companies Act,2013

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of
remuneration of the Managing Director/Whole Time Director of the Company and
while approving:

To take into account the financial position of the Company, trend in the industry,
appointee’s qualification, experience, past performance, past remuneration etc.

To bring out objectivity in determining the remuneration package while striking
a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their
performance, recognize their contribution and retain talent in the organization and
reward merit. The remuneration levels are governed by industry pattern, qualifications
and experience of the Directors, responsibilities shouldered, individual performance
etc.

Remuneration to the Managerial Personnel for the financial year 2022-23- Stated in “Annexure
III”

During the FY 2023-2024, the Nomination and Remuneration Committee Meeting was held on

1 18.05.2023 2 09.08.2023

3 14.11.2023 4 13.02.2024

The Composition is as follows:

Name	Designation	Category
Mr. Siva Prasad Gorthy	Chairman	Independent Non-Executive
Ms. Aruna Gamini Yanamandra	Member	Independent Non-Executive
Mr. Mayank Puran Chandra Joshi	Member	Independent Non-Executive

Stakeholders Relationship Committee (As on 31-03-2024) The Powers of the Committee
are as follows:

The power and terms of reference of the Stakeholders Relationship Committee are
as mentioned in Regulation 20 and part D of Schedule II of SEBI (LODR)

Regulations, 2015.

The Committee has been delegated with the following powers:

To redress shareholder and investor complaints relating to transmission of Shares,
Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared
dividend and other allied complaints etc.

To approve, transmission, and issue of duplicate / fresh share certificate(s)Consolidate and sub¬
division of share certificates etc.

To redress, approve and dispose off any, other complaints, transactions and requests
etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transmission of Shares to the
Registrar and Share Transfer Agents of the Company; Aarthi Consultants Pvt.

Ltd.,1-2-285, Domalguda, Hyderabad - 500 029.Ph : 040 - 27642217, 27638111 Fax
: 040 - 27632184

The Company has designated an exclusive E-mail ID
[email protected] for Complaints / Grievances.

During the FY 2023-2024, 4 meeting(s) of the Stakeholders Relationship Committee Meeting on

1 18.05.2023 2 09.08.2023

3 14.11.2023 4 13.02.2024

The Composition is as follows

Name	Designation	Category
Mr. Siva Prasad Gorthy	Chairman	Independent Non Executive
Ms. Aruna Gamini Yanamandra	Member	Independent Non Executive
Mr. Manoj Sandilya Telakapalli	Member	Director

Declaration from Independent Directors on Annual Basis:

FY2023-2024-The Company has received a declaration from Mr. Siva Prasad
Gorthy, Ms. Aruna Gamini Yanamandra and Mr. Mayank Puran Chandra Joshi and
Mr. Srikonda Anupama - Independent Non-Executive Directors of the Company to
the effect that they are meeting the criteria of independence as provided in Sub-section
(6) of Section 149 of the Companies Act, 2013.

The Composition is as follows:

Name	Designation	Category
Mr. Siva Prasad Gorthy	Chairman	Independent Non-Executive
Ms. Aruna Gamini Yanamandra	Member	Independent Non-Executive
Mr. Mayank Puran Chandra	Member	Independent Non-Executive
Joshi

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR
MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT

The Company do hereby declare that the directors and senior management of the
Company have exercised their authority and powers and discharged their duties and
functions in accordance with the requirements of the code of conduct as prescribed
by the company and have adhered to the provisions of the same.

Update on Open Offer:

a) Spice Lounge LLP, b) Mohan Babu Karjela,c) Venugopal Naidu Kongarla
Venkatesh

have entered into an Share Purchase Agreement (SPA) with the Promoter of the
Company and the Company on 07.05.2024

The Board in their meeting held on 07.05.2024 and the members of the company in
their meeting held on 03.06.2024 has approved Issuance of 6,67,11,260 Equity Shares
of the Company on a Preferential Basis for consideration other than cash wherein the
company is purchasing 201000 shares of Teksoft Systems INC, 5000000 shares of
Chicken Wild Wings Private Limited and 12000000 shares of Mirchi Wild Wings
Private Limited in lieu of issuance of 6,67,11,260 Equity Shares of the Shalimar
Agencies Limitedby way of swap of shares in accordance with Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018 (“SEBI ICDR Regulations”) and other applicable laws.

The Board in their meeting held on 09th Aug, 2024 has allotted 6,67,11,260 Equity
Shares of the Company on a Preferential Basis for consideration other than cash
through share swap as follows:

I. SAGL has acquired 2,01,000 shares of Teksoft Systems INC and in consideration
has allotted 3,00,01,260 equity shares of the Company to the allottees BlueSky
Capital Fund SPC (1,20,00,504 shares), Siraj Holding LLC (1,20,00,504 shares),
Venugopal Naidu Kongarla Venkatesh (60,00,252 shares) who are the shareholders
of Teksoft Systems INC.

II. SAGL has acquired 50,00,000 Equity Shares of Chicken Wild Wings Private
Limited and in consideration has allotted 2,67,50,000 Equity Shares of the Company
to the allottees Mohan Babu Karjela (2,67,22,715 shares) and Venugopal Naidu
Kongarla Venkatesh (27,285 shares) who are the shareholders of Chicken Wild
Wings Private Limited.

III. SAGL has acquired 1,20,00,000 Equity Shares of Mirchi Wild Wings Private
Limitedand in consideration has allotted 99,60,000 Equity Shares of the Company to
the allottee M Kitchens Private Limited who is the shareholder of Mirchi Wild Wings
Private Limited.

By virtue of above allotment by swap share: Chicken Wild Wings Private Limited,

Mirchi Wild Wings Private Limited, and Teksoft Systems Inc have become the
wholly owned subsidiaries of the company Shalimar Agencies Limited.

Pursuant, to which the acquirers have triggered the obligation to make an Open Offer
in terms of Regulation 3(1) and 4 of the SEBI SAST Regulations to the Shareholders
of the target Company. The Company has obtained in-principle approval of BSE
Limited for the above proposed preferential allotment and is in the process of
obtaining listing and trading approval.

Approval of SEBI is awaited for the open offer triggered above.

ACKNOWLEDGMENT

Your Directors place on record their appreciation for the valuable support extended by various
departments viz., Central and State Governments, Stock Exchanges, SEBI, NSDL, CDSL,
RTA, Banks, Auditors and other Regulatory Bodies etc for their continued support to the Company’s
growth.

The Directors record their special appreciation to all employees for their efforts and contribution
towards the growth and achieving this performance.

Your Directors also wish to express their thanks to the Shareholders for the confidence which they
reposed in them.

Place: Hyderabad For and on Behalf of the Board

Date: 02-09-2024 SHALIMAR AGENCIES LIMITED

Sd/-

Babu Edalamapti Purushotham Telakapalli
Managing Director
(DIN: 03466935)

---

Mar 31, 2014

The Directors have pleasure in placing before you the Annual Report on the working results of the Company together with the audited statement of the Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

Particulars 2014 2013

Income 6,8S,153.00 7,25,024,00

Less: Expense 6,29,181.00 6,63,551.00

Profit Before Exceptional & 58,972.00 61,473.00 Extraordinary items and Tax

Exceptional Items 0.00 0,00

Profit Before Tax 58,972.00 61,473.00

Less: Tax Expense 0.00 0.00

Current Tax 0.00 0.00

Current Year 21,300.00 20,000,00

Income Tax - Earlier years -36.00 -21.00

Profit for the Year 37,708.00 41,494.00

OPERATIONS AND FUTURE PROSPECTS

Due to suppressed market and slowed economy conditions, your company was not able to perform, However apart from Interest income, the Company has started Commodity Trading during the financial year and earned some profit from the same. The management is hopeful that the way the Indian Companies arc performing and also due to open liberalization, the Company will perform better in coming years.

DIVIDEDND

No Dividend is recommended for the financial year 2013-2014.

DIRECTORS

Mr. Satish Kumar Agarwal, Director of the Company, who retires from the Board by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

PARTICULARS OF EMPLOYEES & DISCLOSURE OF INFORMATION

Information as per Sub Section (2A) of Section 217 of the Companies Act, 1956 may be treated as NIC as the Company has no employee falling in this category.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, Directors state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departure;

b. appropriate accounting policies have been selected and applied consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2013 and of the Profit & Loss of the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956, for safeguarding the assets of the Company and for preventing and for preventing and detecting fraud and other irregularities;

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

DEPOSITS

The Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956 and Companies {Acceptance of Deposits) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING & OUTGO

a. Conservation of Energy : N.A.

b. Technoiogy Absorption : N.A.

c. Foreign Exchange Earning & Outgo : NIL

AUDITORS AND NOTES ON ACCOUNTS

M/s U. K. Goenka & Co.. Chartered Accountants retire at the conclusion of this Annual General Meeting and being eligible offers themselves for re-appointment. You are requested to appoint Auditors until the: conclusion of next Annual General Meeting and fix their remuneration.

The notes on accounts referred to the Auditors Report are self explanatory and therefore do not call for any further comments.

EMPLOYEES

The Company's relations with its employees remained cordial throughout year,

STOCK EXCHANGE LISTING

Equity Shares of your Company are listed with Calcutta & Delhi Stock Exchange.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the requirement of the Corporate Governance as prescribed under the listing agreement with the Stock Exchange. A separate report on corporate governance along with the report on Management Discussion and Analysis is enclosed as part of the Annual Report. Your Company is committed to improve the quality of Corporate governance where the focus is on creating value shareholders.

APPRECIATION

The management of the company places on record its appreciation for all the concerned persons for extending full co-operation to the management of the Company.

For and on behalf of the Board

Place : New Delhi Chairman

Dated : 02/09/2014 Ajay Mahesliwari

(DIN: 00138649)