Directors Report of Touchwood Entertainment Ltd.

Mar 31, 2025

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

OPERATIONS - FINANCIALS

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

Corresponding figures for the previous year	Standalone		Consolidated
have been regrouped / recast wherever necessary to correspond to current year / year Classification	Financial Year		Financial Year
	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from Operations	6885.42	3271.73	6885.45	3324.67
Other Income	38.83	75.68	38.88	71.54
Less: Employee Benefit Expenses	332.06	285.25	342.03	325.95
Less: Purchase of Stock in Trade	299.90	-	299.90
Less: Finance Cost	18.05	5.27	18.05	5.30
Less: Depreciation & Amortization	67.08	42.57	75.93	52.49
Less: Other Expenses	5484.91	2529.57	5487.78	2566.51
Profit Before Tax & Exceptional Items	722.24	484.75	700.64	445.96
Exceptional Items	-	0.13	-	0.13
Profit Before Tax	722.24	484.88	700.64	446.08
Current Tax	184.36	123.16	184.36	123.16
Past Period	-	-	-	-
Deferred Tax	(0.86)	(0.47)	(0.86)	(0.47)
Profit After Tax	538.74	362.18	51 7.14	323.39
Other Comprehensive Income	1 .45	5.54	1.45	5.54
Owners of the Company (A)	-	-	520.04	330.18
Non-Controlling Interest (B)	-	-	(1.45)	(1.24)
Total Co mprehensive Income(A B)	540.19	367.73	518.59	328.94
Add: Balance brought forward from previous years(C)	1177.19	848.24	1082.20	790.80
Add: Amount forfeited against share warrants (D)	510.00	-	510.00	-
Amount available for appropriation (A C D)	2227.38	1215.96	2112.24	1120.98
Appropriations:
Less: Dividend paid on Equity Shares including DDT	(44.32)	(38.78)	(44.32)	(38.78)
Balance carried to Balance Sheet	2183.06	1177.19	2067.92	1082.20

FINANCIAL PERFORMANCE

Highlights of the Standalone Results:

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

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

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

Highlights of the Consolidated Results:

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

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

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

financial year, indicating an increase
of 159.91%.

INDUSTRY UPDATE

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

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

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

STATE OF COMPANY''S AFFAIRS

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

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

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

DIVIDEND

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

TRANSFER TO RESERVES

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

CONSOLIDATED_FINANCIAL

STATEMENTS

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

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

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

SHARE CAPITAL

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

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

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

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

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

DETAILS OF SUBSIDIARY / TOINT
VENTURE / ASSOCIATE COMPANIES

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

The salient features of the financial

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

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

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

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

1. MakeMeUp Private Limited, India
(Subsidiary)

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

MakeMeUp has 2 verticals:

MakeMeUp Scho ol of Makeup
Events & Exhibitions

MakeMeUp School of Makeup

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

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

We offer four comprehensive courses:

â¢ Professional Makeup Course

â¢ Bridal Makeup Course

â¢ Advanced Makeup Course

â¢ Self Makeup Course

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

Events & Exhibition

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

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

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

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

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

WedAdvisor Business Verticals:

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

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

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

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

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

DEPOSITS

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

PARTICULARS_Of_LOANS,

GUARANTEES AND INVESTMENTS

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

RELATED PARTY TRANSACTION

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

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

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

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

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

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

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

MATERIAL CHANGES AND
COMMITMENTS

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

TRANSFER OF UNCLAIMED DIVIDEND
TO THE INVESTOR EDUCATION &
PROTECTION FUND

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

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

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

LISTING OF SHARES

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

CHANGE IN THE NATURE OF
BUSINESS, if any

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

CORPORATE GOVERNANCE

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

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

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

DIRECTORS & KEY MANAGERIAL
PERSONNEL

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

Mr. Manjit Singh

Managing Director

Mr. Vijay Arora

Whole-Time

Director

Mrs. Jaswinder Kaur
Mrs. Priyanka Arora
Mr. Shrey Khnadelwal

Executive Directors

Mrs. Paruldeep Kaur Mr. Michael Anthony Cruz Mr. Manjeet Singh Saini Mr. Vijay Kumar Pugalia Mr. Kishor Kumar	Non-Executive Independent Directors
Mr. Dinesh Singla	Chief Financial Officer
Ms. Ritika Vats	Company Secretary & Compliance
	Officer

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

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

RE-APPOINTMENT OF DIRECTORS

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

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

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

DECLARATION BY INDEPENDENT
DIRECTORS

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

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

MEETING OF INDEPENDENT
DIRECTORS

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

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

Â¦ Performance of the Chairman of the
Company, taking into account the views
of Executive Directors and NonÂ¬
Executive Director.

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

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

MEETINGS OF THE BOARD OF
DIRECTORS

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

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

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

S. No.	Date of Board Meeting	Board Strength	No. of Directors Present
1.	21st May, 2024	10	8
2.	10th June, 2024	10	8
3.	12th August, 2024	10	8
4.	09th September, 2024	10	8
5.	13th November, 2024	10	9
6.	12th February, 2025	10	10

POLICY_ON_DIRECTOR''S

APPOINTMENT AND REMUNERATION

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

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

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

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

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

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

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

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

PERFORMANCE EVALUATION OF THE
BOARD

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

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

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

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

COMMITTEES OF THE BOARD

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

Â¦ Audit Committee,

Â¦ Nomination and Remuneration
Committee

Â¦ Stakeholders Relationship Committee

Â¦ Corporate Social Responsibility

Committee

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

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

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

Annual General Meeting held on September
29, 2023.

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

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

â¢ Modified Object 1: An amount of

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

â¢ Modified Object 2: An amount of

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

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

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

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

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

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

investor community by the Company to
enable them take informed investment
decisions with regard to its securities.

The Code of Conduct for Prohibition of
Insider Trading prescribes the procedure for
trading in securities of the Company and the
disclosures to be made by persons covered
under the Insider Trading Policy with
respect to their shareholding in the
Company, both direct and indirect.

POLICIES OF THE COMPANY

The Company is committed to high ethical
standards in its business transactions guided
by its value systems. The Listing Regulations
mandate formulation of certain policies for
listed companies. Accordingly, the Board of
Directors has from time to time framed and
approved policies as required by the Listing
Regulations as well as under the Act. These
policies are reviewed by the Board at
periodic intervals.

Some of the key policies that have been
adopted till date are as follows:

S. No.	Name of Policy
1.	Code of Conduct Policy
2.	Policy for determining Materiality of Events
3.	Policy on dealing with Related Party Transaction
4.	Remuneration Policy
5.	Vigil Mechanism & Whistle Blower Policy
6.	Stakeholders Relationship Committee Policy
7.	Terms and Conditions of Appointment of Independent Directors

8. Policy for Preservation of Documents

9. Criteria for payment to Non-Executive
Directors

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

11. Policy for determining material
subsidiaries

12. Dividend Distribution Policy
Business Responsibility Policy

13. Board Diversity Policy

14. Corporate Social Responsibility
Policy

The Polices are available on the Company''s
website on the link
https:/ /touchwood.in/investor/?id=19

BUSINESS RISK MANAGEMENT

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

Â¦ Formulating and implementing Risk
Management Policy;

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

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

infrastructure in place capable of
addressing those risks.

At present the Company has not identified

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

FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

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

https://touchwood.in/investors/

VIGIL MECHANISM / WHISTLE
BLOWER POLICY

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

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

PREVENTION_OF_SEXUAL

HARASSMENT

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

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

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

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

AUDITORS & AUDITORS'' REPORT

STATUTORY AUDITOR

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

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

SECRETARIAL AUDITORS

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

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

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

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

SECRETARIAL AUDIT REPORT

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

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

INTERNAL AUDITORS

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

INTERNAL CONTROL SYSTEMS AND
ADEQUACY THEREOF

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

PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURE S

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

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

ANNUAL RETURN

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

PARTICULARS_REGARDING

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

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

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

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

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

CODE, 2016 DURING THE FINANCIAL
YEAR

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

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

There was no significant and material order

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

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

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

FRAUD REPORTING

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

CAUTIONARY STATEMENT

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

DIRECTORS''_RESPONSIBILITY

STATEMENT

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

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

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

of the Company for the year ended on
that date;

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

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

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

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

Based on the framework of internal financial

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

DECLARATION_REGARDING

COMPLIANCE BY BOARD MEMBERS

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

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

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

ACKNOWLEDGEMENTS_AND

APPRECIATION

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

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

Sd/- Sd/-

Vijay Arora Manjit Singh

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

Place: New Delhi
Date: August 07, 2025

Mar 31, 2024

The Directors of your Company take pleasure in presenting its 27^th Annual Report on the business and operations of the Company together with financial statements for the financial year ended the 31^st March, 2024.

OPERATIONS- FINANCIALS

The summarized standalone and consolidated financial results of the Company for the financial year ended the 31^st March, 2024 as compared to the previous year are as under:

Corresponding figures for the previous year	Standalone		Consolidated
have been regrouped / recast wherever	Financial Year		Financial Year
necessary to correspond to current year / year Classification	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from Operations	3271.73	3605.73	3324.67	3670.94
Other Income	75.68	12.51	71.54	9.80
Less: Employee Benefit Expenses	285.25	267.80	325.95	329.15
Less: Finance Cost	5.27	5.54	5.30	5.59
Less: Depreciation & Amortization	42.57	50.87	52.49	61.29
Less: Other Expenses	2529.57	2929.94	2566.51	2975.98
Profit Before Tax & Exceptional Items	484.75	364.20	445.96	305.73
Exceptional Items	0.13	51.15	0.13	51.15
Profit Before Tax	484.88	415.34	446.08	356.87
Current Tax	123.16	110.44	123.16	110.44
Past Period	-	(0.34)	-	(0.34)
Deferred Tax	(0.47)	5.87	(0.47)	3.01
Profit After Tax	362.18	299.38	323.39	243.77
Other Comprehensive Income	5.54	9.92	5.54	9.92
Owners of the Company (A)	-	-	330.18	253.69
Non-Controlling Interest (B)	-	-	(1.24)	(2.79)
Total Comprehensive Income(A B)	367.73	309.30	328.94	250.90
Add: Balance brought forward from previous years(C)	848.24	554.22	790.80	549.59
Amount available for appropriation (A C)	1215.96	863.52	1120.98	806.07
Appropriations:
Less: Dividend paid on Equity Shares including DDT	(38.78)	(15.27)	(38.78)	(15.27)
Balance carried to Balance Sheet	1177.19	848.24	1082.20	790.80

FINANCIAL PERFORMANCE

Highlights of the Standalone Results:

Â¦ Revenue from operations for the year ended 31st March, 2024, was Rs. 3,271.73 lakhs, compared to Rs. 3,605.73 lakhs in the previous financial year, reflecting a decrease of 90.26%.

Â¦ EBITDA (including other income) for the year ended 31st March, 2024, was Rs.532.60 lakhs, compared to Rs. 420.61 lakhs in the previous financial year, showing an increase of 126.62%.

Â¦ PAT for the year ended 31st March, 2024, was Rs. 362.18 lakhs, compared to Rs. 299.38 lakhs in the previous financial year, indicating an increase of 120.98%.

Highlights of the Consolidated Results:

Â¦ Revenue from operations for the year ended 31st March, 2024, was Rs. 3,324.67 lakhs, compared to Rs. 3,670.94 lakhs in the previous financial year, reflecting an increase of 90.43%.

Â¦ EBITDA (including other income) for the year ended 31st March, 2024, was Rs. 503.75 lakhs, compared to Rs. 372.60 lakhs in the previous financial year, showing an increase of 135.20%.

Â¦ PAT for the year ended 31st March, 2024, was Rs. 323.39 lakhs, compared to Rs. 243.77 lakhs in the previous financial year, indicating an increase of 132.66%.

INDUSTRY UPDATE

meetings, weddings, music concerts, sports events, festivals, and more. Over the past several years, the events industry is growing for the last several years, industry has experienced significant growth, driven by society''s increasing desire to celebrate both small and large occasions.

The global events industry is expected to experience significant growth by 2032, driven primarily by increasing government and corporate sponsorship. With a projected CAGR of 11.06%, the market size is expected to increase from USD 936.14 (2023) Billion to USD 1.76 Trillion (2029).

Similarly, the Indian Event and Exhibition Market is anticipated to expand from USD 4.75 billion in 2023 to USD 8.71 billion by 2028, reflecting a CAGR of 12.90% during the forecast period (2023-2028).

STATE OF COMPANY''S AFFAIRS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DIVIDEND

The Board in its meeting held on 21^st May, 2024, recommended a final dividend of Rs.

0.40/- per equity share for the Financial Year

ended on 31^st March, 2024, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

TRANSFER TO RESERVES

The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year under review.

CONSOLIDATED_FINANCIAL

STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), applicable provisions of the Companies Act, 2013 ("Act") read with the rules issued thereunder and Indian Accounting Standard (Ind AS)-110 on Consolidated Financial Statements, the Audited Consolidated Financial Statement for the Financial Year ended 31^st March, 2024 is provided in the Annual Report.

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

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 20,00,00,000 divided into 2,00,00,000 Equity Shares of Rs. 10/- (Rupees Ten only) each. The Paid-up Capital of the Company is Rs. 11,08,12,450 divided into 11,081,245 Equity Shares of Rs. 10/- each.

â¢ During the year under review, the Board of Directors of the Company at their meeting held on 8^th August, 2023,

allotted the first tranche of 5,30,000 Equity Shares of face value of Rs. 10/-each upon conversion for equal number of Warrants at an issue price of Rs. 102 each (Rupees One Hundred and Two only) upon receipt of balance amount at the rate of Rs. 76.50 (Rupees Seventy-Six and Fifty Paise Only) per warrant (being 75% of the issue price per warrant as "Warrant Exercise Price") aggregating to Rs. 4,05,45,000/- (Rupees Four Crore Five Lakhs and Forty-Five Thousand only).

â¢ Further, The Board of Directors at their meeting held on 1^st September, 2023, allotted the second tranche of 3,70,000 Equity Shares of face value of Rs. 10/-each upon conversion for equal number of Warrants at an issue price of Rs. 102 each (Rupees One Hundred and Two only) upon receipt of balance amount at the rate of Rs. 76.50 (Rupees Seventy-Six and Fifty Paise Only) per warrant (being 75% of the issue price per warrant as "Warrant Exercise Price") aggregating to Rs. 2,83,05,000/- (Rupees Two Crore Eighty-Three Lakhs and Five Thousand only).

Consequently, the issued and paid-up capital of the Company stands increased to Rs. 11,08,12,450 consisting of 1,10,81,245 equity shares of Rs. 10/- each.

DETAILS OF SUBSIDIARY / TOINT VENTURE / ASSOCIATE COMPANIES

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

owned subsidiary viz. WedAdvisor Solutions Private Limited.

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

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

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

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

1. MakeMeUp Private Limited, India (Subsidiary)

The Company operates in the beauty and makeup industry, dedicated to creating a platform that connects consumers with top-notch beauty professionals, products, and experiences. Our brand strives to recognize and unify the entire beauty community through strong business associations.

MakeMeUp has 2 verticals:

MakeMeUp School of Makeup Events & Exhibitions

MakeMeUp School of Makeup

MakeMeUp School of Makeup is our initiative to provide expert training and education in the field of makeup artistry. Our commitment lies in delivering top-notch learning experiences, ensuring that every student not only learns but also enjoys a fulfilling journey of growth. We thrive on providing challenges that push individuals to reach their highest potential, fostering an environment where excellence in makeup artistry is nurtured and celebrated.

Currently, we have one branch of the school in New Delhi.

Our vision is to help individuals with interest, dedication and passion in the world of makeup build a successful career.

We offer four comprehensive courses designed to help our students master the art of makeup and develop expertise in their chosen fields:

4- MakeMeUp Professional Makeup

Course

4- MakeMeUp Bridal Makeup Course

4- MakeMeUp Advanced Makeup

Course

4- MakeMeUp Self Makeup Course

Additionally, we offer weekend and short-duration courses to cater to a larger audience, including working women. We have successfully completed our 9^th batch in New Delhi.

Shaadi Ready

Shaadi Ready is our initiative aimed at deeply engaging with the thriving billion-dollar wedding industry. It is one stop solution to all wedding dry salon requirements! We ensure that your guests achieve their party glow in quick time & by efficient professionals.

Various projects have been successfully completed since the onset of the initiative - in different cities like - Udaipur, Jaipur, Jodhpur, Goa & New Delhi.

Events & Exhibition

A significant aspect of MakeMeUp''s growth is our involvement in events and exhibitions. Our flagship event, the "MakeMeUp Festival," is an annual two-day celebration that brings together experts and enthusiasts in makeup, skincare, haircare, and cosmetology. The third edition of our festival took place on 23^rd-24^th December, 2023 at DLF Avenue, Saket, New Delhi. This year''s event was a remarkable success, featuring participation from over 25 renowned brands in our exhibition area. We were honored to have Lotus and Makeup Secrets as our esteemed sponsors for this event. Their generous support and collaboration played a pivotal role in the festival''s success. Additionally, Radio Mirchi, our official radio partner, amplified our reach and engagement, ensuring that the event resonated with a broader audience. Their continuous coverage and promotions helped create a buzz that significantly contributed to the event''s overall popularity.

The festival also drew an impressive crowd, with over 1,600 students attending the diverse range of masterclasses offered. Among these, the makeup masterclasses were a standout highlight, conducted by industry giants Mac and Bobbi Brown. The classes were very informative & enlightening session for all attendees to learn the makeup artistry. These sessions provided invaluable insights and hands-on experiences, attracting makeup enthusiasts and professionals alike.

Overall, the festival attracted an average footfall of between 10k-12k people on both days, underscoring its growing popularity and the enthusiastic response from the community.

We are also organizing the 4th edition of the MakeMeUp Festival in the year 2024-2025.

The Makeup Artist and Inf luencers Meet and Greet was an exclusive opportunity for attendees to connect with some of the most influential figures in the beauty industry. This segment facilitated personal interactions, photo opportunities, and insightful conversations with top makeup artists and social media influencers. It was an exceptional platform for fans to gain inspiration, seek advice, and build connections with their favourite beauty icons.

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

WedAdvisor, incorporated on January 14, 2022, as a wholly owned subsidiary of

Touchwood, is dedicated to transforming the fragmented wedding market in India. Our platform connects vendors from across the country with customers, enabling vendors to showcase their offerings and expand their reach. For customers, WedAdvisor provides a comprehensive solution for all wedding-related needs, serving as a central hub for industry professionals and individuals planning their significant celebrations.

WedAdvisor Business Verticals:

WedAdvisor offers two distinctive services to its users: Vendors and Advisors. Our platform allows users to browse and select the required vendors based on location and niche. Additionally, the Wedding Space is an intimate virtual platform where you can curate and track everything and everyone related to your wedding.

WedAdvisor''s USP lies in its industry experts named Advisors. We provide two packages- WA Packages and WA Pioneers, where users will be able to book single/multiple and single sessions respectively. Our platform caters to the masses and those who do not wish to spend a large chunk of their celebration budget on event and wedding planners.

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

DEPOSITS

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

PARTICULARS OF LOANS.

GUARANTEES AND INVESTMENTS

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

RELATED PARTY TRANSACTION

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

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

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

Related party transactions were disclosed to the Board on regular basis. Details of related party transactions may be referred to in Note 29 of the Standalone Financial Statements.

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

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

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

MATERIAL CHANGES AND COMMITMENTS

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

TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION & PROTECTION FUND

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

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

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

LISTING OF SHARES

Your Company''s equity shares are listed and traded on National Stock Exchange of India Ltd (''NSE'') with ISIN INE486Y01013 & Symbol TOUCHWOOD. The Company has paid the annual listing fee for the Financial Year 2023-2024 & 2024-2025 to the said Stock Exchanges.

CHANGE IN THE NATURE OF BUSINESS, if any

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

CORPORATE GOVERNANCE

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

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

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

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

Mr. Manjit Singh	Managing Director
Mr. Vijay Arora	Whole-Time Director
Mrs. Jaswinder Kaur Mrs. Priyanka Arora Mr. Shrey Khnadelwal	Executive Directors
Mrs. Paruldeep Kaur
Mr. Michael Anthony Cruz	Non-Executive Independent Directors
Mr. Manjeet Singh Saini	Non-Executive Independent Directors

Mr. Vijay Kumar Pugalia
Mr. Kishor Kumar
Mr. Dinesh Singla	Chief Officer	Financial
Ms. Ashima Arora*	Company Secretary & Compliance Officer

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

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

During the year under review, the Board of Directors of the Company, at its meeting held on January 3, 2024, approved the appointment of Mr. Shrey Khandelwal (DIN: 03077812) as an Additional Director in the category of Executive Director of the Company and appointment of Mr. Kishor Kumar (DIN: 08241104) as an Additional Director in the category of Non-Executive

Independent Director of the Company for a term of five years.

The appointments were regularized by the members of the Company by passing Ordinary resolution for appointment of Mr. Shrey Khandelwal as an Executive Director of the Company, liable to retire by rotation w.ei. January 3,2024 and Special Resolution for appointment of Mr. Kishor Kumar as Non-executive Independent Director of the Company not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from January 3, 2024, to January 2, 2029 (both days inclusive), through Postal Ballot on March 19,2024.

^Further, Ms. Ashima Arora, Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company resigned from the office of Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from the close of business hours of June 15, 2024 and Ms. Ritika Vats appointed as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company w.e.f June 16, 2024. Apart from above there is no change in the Key Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

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

Regulations, 2015 ("the Listing

Regulations").

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

MEETING OF INDEPENDENT

DIRECTORS

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on 9^th February, 2024. The Independent Directors at the meeting, inter alia, reviewed the following:

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

Â¦ Performance of the Chairman of the Company, taking into account the views of Executive Directors and NonExecutive Director.

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

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

Regulations from all the Independent Directors.

MEETINGS OF THE BOARD OF DIRECTORS

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/ Committee meetings to be held in the forthcoming quarter is circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings.

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

s. No.	Date of Board Meeting	Board Strength	No. of Directors Present
1.	26^th May, 2023	8	5
2.	8^th August, 2023	8	5
3.	14^th August, 2023	8	6
4.	1^st September, 2023	8	7
5.	9^th November, 2023	8	6
6.	3^rd January, 2024	8	7
7.	9^th February, 2024	10	10

POLICY_ON_DIRECTOR''S

APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of Executive and Non-Executive Independent Directors to maintain the

independence of the Board, and separate its functions of governance and management. As on the 31^st March, 2024, the Board consists of ten members, one of whom is Whole-Time Director, one Managing Director, three are Executive Directors and five are Independent Directors including one woman Director. The Board periodically evaluates the need for change in its composition and size.

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

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

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

Section 178 of the Act are provided in the Corporate Governance Report.

INFORMATION ON BOARD MEETING PROCEDURE AND ATTENDANCE DURING THE FINANCIAL YEAR 2023-24

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

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

PERFORMANCE EVALUATION OF THE BOARD

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

The Board has followed the above policy for the evaluation of its performance and that of

its Committees and individual Directors including Chairman.

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

COMMITTEES OF THE BOARD

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

Â¦ Audit Committee,

Â¦ Nomination and Remuneration Committee and

Â¦ Stakeholders Relationship Committee

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

DISCLOSURE ON STATEMENT OF DEVIATIONfSI OR VARIATIONS)

through board resolution passed on August 14, 2023 has decided to vary the objects of the preferential issue as stated in the explanatory statement of resolution approved by members dated February 05, 2023. This variation was subsequently approved by the shareholders through a Special Resolution passed during the 26th Annual General Meeting held on September 29,2023.

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

During the year, the amount of Rs. 14,28,00,000/- (Rupees Fourteen Crore, Twenty-Eight Lakhs) has been utilized as follows:

â¢ Out of total amount of Rs. 2,50,00,000 distributed towards modified object 1 i.e, For the growth and expansion of the business of the subsidiary companies of Touchwood Entertainment Limited which shall enhance the business of the Company, full amount has been utilized.

â¢ Out of total amount of Rs. 10,00,00,000 distributed towards modified object 2 i.e, Capital Expenditures for Business Expansion and Purchase of Movable/ Immovable Assets., Rs. 72,09,690 has been utilized.

â¢ Out of total amount of Rs. 1,78,00,000 distributed towards modified object 3, i.e, Working Capital requirements, General Corporate Purposes and Repayment of Loans, full amount has been utilized.

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

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

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

investor community by the Company to enable them take informed investment decisions with regard to its securities.

The Code of Conduct for Prohibition of Insider Trading prescribes the procedure for trading in securities of the Company and the disclosures to be made by persons covered under the Insider Trading Policy with respect to their shareholding in the Company, both direct and indirect.

POLICIES OF THE COMPANY

The Company is committed to high ethical standards in its business transactions guided by its value systems. The Listing Regulations mandate formulation of certain policies for listed companies. Accordingly, the Board of Directors has from time to time framed and approved policies as required by the Listing Regulations as well as under the Act. These policies are reviewed by the Board at periodic intervals.

Some of the key policies that have been adopted till date are as follows:

s. No.	Name of Policy
1.	Code of Conduct Policy
2.	Policy for determining Materiality of Events
3.	Policy on dealing with Related Party Transaction
4.	Remuneration Policy
5.	Vigil Mechanism & Whistle Blower Policy
6.	Stakeholders Relationship Committee Policy
7.	Terms and Conditions of Appointment of Independent Directors

8.	Policy for Nomination and Remuneration Policy
9.	Policy for Preservation of Documents
10.	Criteria for payment to Non-Executive Directors
11.	Policy of Audit Committee
12.	Code of Conduct and Fair Disclosure for Prohibition of Insider Trading
13.	Policy for determining material subsidiaries
14.	Dividend Distribution Policy
15.	Business Responsibility Policy
16.	Board Diversity Policy
17.	Familiarization Policy for Independent Directors

The Polices are available on the Company''s website on the link

https: / / touchwood.in/investor/ ?id=19

BUSINESS RISK MANAGEMENT

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

Â¦ Formulating and implementing Risk Management Policy;

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

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

infrastructure in place capable of addressing those risks.

At present the Company has not identified any element of risk which may perceptibly threaten the existence of the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

https: / / touchwood.in/investors/

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a comprehensive Whistle-blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013, details of which are included in Corporate Governance Report. There has been no case to report for the FY 2023-2024, no individual was denied access to the Audit Committee for reporting concerns, if any.

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

PREVENTION_OF_SEXUAL

HARASSMENT

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

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

AUDITORS & AUDITORS'' REPORT

STATUTORY AUDITOR

The Statutory Auditors, M/s VSD & Associates, Chartered Accountants (FRN No.:008726N), were re-appointed pursuant to the provisions of Sections 139, 142 of the Act and the Rules made thereunder from the conclusion of the 25^th Annual General Meeting upto the conclusion of the 30^thAnnual General Meeting of the Company, at the Annual General Meeting held on 28th September, 2022. Accordingly, they would continue as the Statutory Auditor for the Financial Year 2024-25.

The Auditors'' Reports for the financial year 2023-24, including the one on Internal Financial Controls are self-explanatory and does not carry any observation/ qualification/ adverse remarks etc. or infirmity in the Company''s affairs.

SECRETARIAL AUDITORS

The Board of Directors, pursuant to the provisions of Section 204 of the Companies Act, 2013, appointed M/s Advitiya Vyas & Company, Practicing Company Secretary, as the Secretarial Auditor of the Company, to carry out the Secretarial Audit for the Financial Year 2024-25.

SECRETARIAL AUDIT REPORT

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

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

INTERNAL AUDITORS

The board on the recommendation of audit committee approved the appointment of M/s AAVN & Associates, Chartered Accountants, (FRN No. 013224C), Internal Auditors, for conducting the internal audit of the company for the Financial Year 20242025.

INTERNAL CONTROL SYSTEMS AND ADEQUACY THEREOF

Committee. The Audit Committee, as aforesaid, reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2024, is available on the Company''s website and can be accessed at

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

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Corporate Social Responsibility pursuant to the provisions of the Section 135 of the Companies Act, 2013 is not applicable on your Company.

PARTICULARS_REGARDING

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

The disclosures required to be made under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption are not applicable to the Company as the Company is engaged in the service sector of Entertainment Business and is not involved in any manufacturing activity. Foreign exchange earnings of the Company are Rs. 50.00 lakhs and outgo is nil.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, during the financial year 2023-24.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING

CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI1

The Directors state that applicable Secretarial Standards have been followed during the financial year 2023-24.

FRAUD REPORTING

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

CAUTIONARY STATEMENT

Statements in the Annual Report, including those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations, may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

DIRECTORS''_RESPONSIBILITY

STATEMENT

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

1. In the preparation of annual accounts for the year ended the 31^st March, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on the 31^st March, 2024 and of the Profit of the Company for the year ended on that date;

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

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

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 20232024.

DECLARATION_REGARDING

COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY''S CODE OF CONDUCT:

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the

Company. This Code is available on the website of the Company at https:/ /touchwood.in/

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

ACKNOWLEDGEMENTS_AND

APPRECIATION

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

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

Sd/- Sd/-

Vijay Arora Manjit Singh

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

Place: New Delhi Date: August 12,2024

Mar 31, 2023

The Directors of your Company take pleasure in presenting its 26^th Annual Report on the business and operations of the Company together with financial statements for the financial year ended the 31^st March, 2023.

OPERATIONS- FINANCIALS

The summarized standalone and consolidated financial results of the Company for the financial year ended the 31^st March, 2023 as compared to the previous year are as under:

(Rs. in Lakhs)
Corresponding figures for the previous year	Standalone		Consolidated
have been regrouped / recast wherever	Financial Year		Financial Year
necessary to correspond to current year / year Classification	2022-2023	2021-2022	2022-2023	2021-2022
Revenue from Operations	3605.73	2662.36	3670.94	2662.36
Other Income	12.51	15.74	9.80	15.74
Less: Employee Benefit Expenses	267.80	201.75	329.15	201.75
Less: Finance Cost	5.54	12.20	5.59	12.20
Less: Depreciation & Amortization	58	62	61.29	57.22
Less: Other Expenses	2929.94	2127.77	2975.98	2129.54
Profit Before Tax & Exceptional Items	364.20	278.83	305.73	277.06
Exceptional Items	51.15	17.29	356.87	17.29
Profit Before Tax	415.34	296.12	356.87	294.35
Current Tax	110.44	81.55	110.44	81.11
Past Period	(0.34)	1.21	(0.34)	1.21
Deferred Tax	5.87	(2.38)	3.01	0.93
Profit After Tax	299.38	215.73	243.77	211.10
Other Comprehensive Income	9.92	17.59	9.92	17.59
Owners of the Company (A)	-	-	256.48	-
Non-Controlling Interest (B)	-	-	(2.79)	-
Total Comprehensive Income(A B)	309.30	233.33	253.69	228.70
Add: Balance brought forward from previous years (C)	554.22	333.11	549.59	333.11
Amount available for appropriation (A C)	863.52	566.44	806.07	561.81
Appropriations:
Less: Dividend paid on Equity Shares including DDT	(15.27)	(12.22)	(15.27)	(12.22)
Balance carried to Balance Sheet	848.24	554.22	790.80	549.59

FINANCIAL PERFORMANCE

Highlights of the Standalone Results:

Â¦ Revenue from operation for the year ended 31^st March, 2023 was Rs. 3605.73 Lakhs as against Rs. 2662.36 Lakhs in the corresponding last financial year, representing an increase of 135.43% over the last financial year.

Â¦ EBITDA (including other income) for the year ended 31^st March, 2023 was Rs. 420.61 Lakhs as against Rs. 348.57 Lakhs in the corresponding last financial year, representing an increase of 120.67% over the last financial year.

Â¦ PAT for the year ended 31^st March, 2023 was Rs. 299.38 Lakhs as against Rs. 215.73 Lakhs in the corresponding last financial year, representing an increase of 138.77% over the last financial year.

Highlights of the Consolidated Results:

Â¦ Revenue from operation for the year ended 31^st March, 2023 was Rs. 3670.94 Lakhs as against Rs. 2662.36 Lakhs in the corresponding last financial year, representing an increase of 137.88% over the last financial year.

Â¦ EBITDA (including other income) for the year ended 31^st March, 2023 was Rs. 372.60 Lakhs as against Rs. 346.80 Lakhs in the corresponding last financial year, representing an increase of 107.44% over the last financial year.

Â¦ PAT for the year ended 31^st March, 2023 was Rs. 243.77 Lakhs as against Rs. 211.10 Lakhs in the corresponding last financial year, representing an increase of 115.48% over the last financial year.

INDUSTRY UPDATE

The events industry market refers to the

sector encompassing the planning,

organization, and management of various

types of events. It includes a wide range of

events such as conferences, trade shows, exhibitions, corporate meetings, weddings, music concerts, sports events, festivals, and more. The events industry is growing for the last several years, the reason for its growth is that society wants to celebrate every small and big occasion.

The global events industry is anticipated to grow tremendously by 2031, mainly due to increasing government and company sponsorship. The global events industry is predicted to rise at a tremendous CAGR of 13.7%, thereby garnering a revenue of $2,972.4 billion in the 2022-2031 timeframe.

The Indian Event and Exhibition Market size is expected to grow from USD 4.75 billion in 2023 to USD 8.71 billion by 2028, at a CAGR of 12.90% during the forecast period (20232028).

STATE OF COMPANY''S AFFAIRS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DIVIDEND

The Board in its meeting held on 23^rd May, 2023, recommended a final dividend of Rs.

0.35/- per equity share for the Financial Year ended on 31^st March, 2023, subject to the

approval of the shareholders at the ensuing Annual General Meeting of the Company.

TRANSFER TO RESERVES

The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year under review.

CONSOLIDATED_FINANCIALSTATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), applicable provisions of the Companies Act, 2013 ("Act") read with the rules issued thereunder and Indian Accounting Standard (Ind AS)-110 on Consolidated Financial Statements, the Audited Consolidated Financial Statement for the Financial Year ended 31^st March, 2023 is provided in the Annual Report.

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

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 20,00,00,000 divided into 2,00,00,000 Equity Shares of Rs. 10/- (Rupees Ten only) each. The Paid-up Capital of the Company is Rs. 10,18,12,450 divided into 1,01,81,245 Equity Shares of Rs. 10/- each.

During the year under review, the Board of Directors at its meeting held on 28^thFebruary, 2023 considered and approved the allotment of 29,00,000 (Twenty-Nine Lakh) Warrants convertible into equal number of Equity Shares of face value of Rs. 10/- each at a price of Rs. 102/- (including premium of Rs. 92/-) for each Warrant to Non-Promoter/Public. The Company has

received subscription money equivalent to 25% of the issue price of warrants from the respective allottees. Each warrant is convertible into one equity share of face value of Rs. 10/- within a period of 18 months from the date of allotment of warrants.

The Company has not issued shares with differential voting rights, sweat

equity shares, nor has it granted any stock

options.

DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES

During the year under review,

your Company has one subsidiary

viz. MakeMeUp Private Limited & one wholly owned subsidiary viz. WedAdvisor Solutions Private Limited.

The salient features of the financial statements of subsidiaries,

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

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

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

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

1. MakeMeUp Private Limited, India (Subsidiary)

The Company is engaged in the business of creating a platform that connects consumers to top notch beauty professionals, products and provides access to beauty experiences. MakeMeUp operates in the beauty & makeup industry. The brand strives to recognize and connect the entire beauty community in a manner of business association.

MakeMeUp has 3 verticals:

MakeMeUp beauty App MakeMeUp School of Makeup Events & Exhibitions

MakeMeUp Beauty App

MakeMeUp is a direct-to-consumer e-commerce platform that caters to the entire beauty segment and connects consumers to top-notch make-up artists, beauty professionals, products, events and provides access to beauty experiences.

Unlike the conventional competitor brands, MakeMeUp''s Beauty App business model is only focused on beauty products & services comprising three verticals namely Selling Beauty Products, Providing Beauty Services and Beauty Event Ticket Bookings making it a marketplace for every kind of vendor who belongs to the niche.

The main motto of the platform is to create a strong community and bring together consumers, businesses and artists from multiple backgrounds and to help them leverage the opportunities, build their businesses, find all beauty related ideas, gain knowledge on mastering their skills.

Beauty Products

The product segment works on drop-ship

model. MakeMeUp onboards cosmetic brands of various business sizes. Its main focus is to work and partner with small, medium and premium Indian homegrown brands to create a pan India consciousness for made-in-India products and uplift local businesses.

MakeMeUp has enlisted 1500 products from 40 Indian Homegrown brands till 31^st March 2023.

Beauty Salon & Home Salon Appointments The app showcases multiple salons and artists, giving the consumer an option of either going to the salon by booking a service or getting their beauty services done at the ease of their desired locations. The listed professionals/Salons are highly trained and qualified.

200 Salons and 50 Beauty Artists are Live on the Marketplace.

Beauty Events

MakeMeUp features and gives an option to the consumer to book tickets or register themselves to several masterclasses hosted by major artists and makeup courses. Tickets to masterclasses and makeup courses are being sold through the platform.

The MakeMeUp android application has 10k app installs on Google Play Store with 700 ratings summing up to 4.9 stars.

MakeMeUp School of Makeup

This is an initiative undertaken by us to provide expert training & education in the space of makeup.

With an influential mark in the beauty space, we commit to quality learning & experience while ensuring each student has a happy and enriching experience and also bring challenges to achieve their absolute best.

There is currently 1 branch of the school in New Delhi.

Our vision is to help individuals with interest, dedication & passion in the world of makeup build a career/profession out of it. We offer 4 courses that are extremely well drawn out to help our target audience learn the art of makeup, build an expertise in their particular field of interest.

We also offer weekend courses & short duration courses that enables us to capture and provide to a larger audience & working woman.

MakeMeUp Professional Makeup course MakeMeUp Bridal makeup course MakeMeUp Advance Makeup course MakeMeUp Self Makeup course

We have successfully finished our 4^th batch, and the 5^th batch is ongoing in New Delhi.

Shaadi Ready

Shaadi Ready is an initiative taken by us to get actively involved in the billion-dollar wedding industry. It is one stop solution to all wedding dry salon requirements! We help your guests achieve their party glow in quick time & by efficient professionals.

4 projects have been successfully completed since the onset of the initiative - in different cities like - Udaipur, Jaipur & New Delhi.

Events & Exhibition

A major avenue of establishment in MakeMeUp is through events & exhibition in the industry. We have an annual celebration called the "MakeMeUp Festival" which is a 2-day affair and encompasses makeup, skincare, haircare, cosmetology & artists under one roof. With numerous renowned masterclasses by experts & influencers, the second edition of this festival happened on 17^th-18^th of September, 2022 at

A-dot, Gurugram. We received a participation of 25 brands at exhibition, 1500 students for masterclasses & an average footfall of 5000 -8000 people on both days.

A one-day masterclass was organized by Tamanna Roashan, an international makeup artist from Los Angeles & of Hollywood fame in New Delhi, India at The Ashok in March''23. The class was a very informative & enlightening session for all attendees to learn the international standards of makeup artistry. With over 180 registrations & students'' participation it was a smooth 1-day event. Over 20 makeup & skincare brands participated in the manner of goody bag sponsorships & the targets were achieved.

We are also organizing the 3^rd edition of the MakeMeUp Festival in December, 2023.

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

The Company is engaged in the business of creating a platform that aims to streamline the disorganized wedding market by connecting vendors (located anywhere in India) to customers. It allows vendors to showcase their offerings and boost their reach. For customers, it is a one-stop solution, where they get all wedding related services on one app. The Company has been incorporated on 14^th January, 2022 as a wholly owned subsidiary of Touchwood.

WedAdvisor is an Indian wedding planning website and application designed to be a convergence point for industry players and those planning their big celebrations.

WedAdvisor Business Verticals:

Website & Mobile Application WedAdvisor conducts its primary operations through its website and mobile application. The WedAdvisor platform will

be providing two distinctive services to its users- Vendors and Advisors. Through our platform, users will be able to browse and select required vendors based on location and niche. The Wedding Space will be an intimate virtual platform where you can curate and keep a track of everything and everyone related to your wedding. Our application is available on iOS and Google Play Store.

Magazine

WedAdvisor magazine''s inaugural issue, launched on August 24, 2022, at the esteemed Bougie Delhi. With the captivating theme "A Piece of Art," this debut edition intricately weaved together prevailing trends and insightful predictions. Renowned illustrator Raghu Vyas''s exceptional artwork graced our pages, elevating the visual experience. The magazine featured accomplished actor Akansha Ranjhan Kapoor on the cover, the magazine exudes sophistication. Fashion spreads boasted charismatic figures like Siddhartha Tyler and influencer Nikki Mehra. WedAdvisor''s inaugural issue established as a premier source of wedding inspiration, fusing artistry and innovation for unparalleled excellence. Approx. 600 -700 copies of our magazine were published and distributed.

The second captivating installment of WedAdvisor magazine, launched on March 3, 2023, this edition continued our

commitment to weaving together the finest elements of weddings and elegance. Encompassing an exhaustive array of trends, forecasts, and indispensable insights, this issue served as a guiding light for orchestrating opulent wedding affairs. Adorning the cover is the illustrious actress Hansika Motwani, adding her allure to our pages. The edition also featured a captivating fashion photoshoot with the trendsetting influencer Deeksha Khurana, bringing contemporary style to the forefront. With its unwavering dedication to

excellence, WedAdvisor''s second magazine continued to set new standards in the realm of wedding inspiration and guidance. Approx. 800 -1000 copies of second issue were published and distributed.

Pursuant to Regulation 16 (1) (c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter "Listing Regulations"), a material subsidiary in a year shall be a subsidiary whose income or net worth exceeds 10% of the consolidated income or net worth respectively of the Company and its subsidiaries, in the immediately preceding accounting year. At present, there is no such material subsidiary of the Company within the meaning of the above Regulation.

DEPOSITS

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

PARTICULARS_OF_LOANS,GUARANTEES AND INVESTMENTS

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

RELATED PARTY TRANSACTION

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

The Board of Directors brought into picture, wherever necessary and/or obligatory. Therefore, the provision of Section 188 of the Companies Act, 2013 were not attracted. There are no materially significant Related Party Transaction during the year under review that would have required shareholders'' approval under the Listing Regulations made by the Company with Promoters, Directors or other designated person which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

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

Related party transactions were disclosed to the Board on regular basis. Details of related party transactions may be referred to in Note 29 of the Standalone Financial Statements.

All related party transactions which were entered during the Financial Year were in the ordinary course of business and on an arm''s length basis. All the Related Party Transactions are placed before the Audit Committee for prior approval, as required under the Act and Listing regulations. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis. The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders'' approval under the Listing Regulations. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

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

MATERIAL CHANGES AND COMMITMENTS

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

TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION & PROTECTION FUND

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

During the year under review there is no amount which is required to be transferred to the investors'' education & protection fund as per the provisions of section 125 (2) of the Companies Act, 2013.

LISTING OF SHARES

Your Company''s equity shares are listed and traded on National Stock Exchange of India Ltd (''NSE'') with ISIN INE486Y01013 & Symbol TOUCHWOOD. The Company has paid the annual listing fee for the Financial Year 2022-2023 & 2023-2024 to the said Stock Exchanges.

CHANGE IN THE NATURE OF BUSINESS, if any

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

CORPORATE GOVERNANCE

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

A separate section on Corporate Governance standards followed by your Company and

the relevant disclosures, as stipulated under the Listing Regulations, Companies Act, 2013 and Rules made thereunder, forms part of the Annual Report.

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

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

Mr. Manjit Singh		Managing Director

	Mr. Vijay Arora	Whole-Time Director
	Mrs. Jaswinder Kaur Mrs. Priyanka Arora	Executive Director
Mrs. Paruldeep Kaur		Non-Executive Independent Directors
	Mr. Michael Anthony Cruz
	Mr. Manjeet Singh Saini
Mr. Vijay Kumar Pugalia
		Chief Financial Officer
	Mr. Dinesh Singla	Chief Financial Officer
		Company Secretary
	Ms. Ashima Arora	& Compliance
		Officer

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

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

DECLARATION BY INDEPENDENT DIRECTORS

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

Regulations").

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

MEETING OF INDEPENDENTDIRECTORS

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on 13^th February, 2023. The Independent Directors at the meeting, inter alia, reviewed the following:

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

Â¦ Performance of the Chairman of the Company, taking into account the views of Executive Directors and NonExecutive Director.

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

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

MEETINGS OF THE BOARD OF DIRECTORS

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/Committee meetings to be held in the forthcoming quarter is circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings.

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

S.	Date of Board	Board	No. of
No.	Meeting	Strength	Directors Present
1.	26^th May, 2022	8	6
2.	8^th August, 2022	8	7

4.	14^th November, 2022	8	6
5.	12 ^th January, 2023	8	6
6.	13^th February, 2023	8	8
7.	28^th February, 2023	8	6

POLICY_ON_DIRECTOR''SAPPOINTMENT 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 the 31^st March, 2023, the Board consists of eight members, one of whom is Whole-Time Director, one Managing Director, two are Executive Directors and four are Independent Directors including one woman Director. The Board periodically evaluates the need for change in its composition and size.

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

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

Policy documents the mechanism for appointment, cessation, evaluation and remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company. Information on the Policy and details of the criteria for determining qualifications, positive attributes and other matters in terms of Section 178 of the Act are provided in the Corporate Governance Report.

INFORMATION ON BOARD MEETING PROCEDURE AND ATTENDANCE DURING THE FINANCIAL YEAR 2022-23

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

PERFORMANCE EVALUATION OF THE BOARD

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

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

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

COMMITTEES OF THE BOARD

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

Â¦ Audit Committee,

Â¦ Nomination and Remuneration Committee and

Â¦ Stakeholders Relationship Committee

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

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

Pursuant to Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, We hereby confirm that there has been no deviation or variation in the use of proceeds of funds raised through Preferential Allotment of Convertible Warrants from the objects as stated in explanatory statement to the notice of Extra Ordinary General Meeting dated January 12, 2023.

The Board in its'' meeting held on 14^th August 2023, proposed variation in terms of the objects of the preferential issue to utilize/deploy the funds towards not only capital requirement for the growth and expansion of the business of the subsidiary companies, but also to utilize it for Capital Expenditures for Business Expansion, Purchase of Movable/Immovable Assets, Working Capital requirements, General Corporate Purposes and Repayment of Loans, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

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

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

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

The Code of Conduct for Prohibition of Insider Trading prescribes the procedure for trading in securities of the Company and the disclosures to be made by persons covered under the Insider Trading Policy with respect to their shareholding in the Company, both direct and indirect.

POLICIES OF THE COMPANY

The Company is committed to high ethical standards in its business transactions guided by its value systems. The Listing Regulations mandate formulation of certain policies for listed companies. Accordingly, the Board of Directors has from time to time framed and approved policies as required by the Listing Regulations as well as under the Act. These policies are reviewed by the Board at periodic intervals.

Some of the key policies that have been adopted till date are as follows:

S.	Name of Policy
No.
1.	Code of Conduct Policy
2.	Policy for determining Materiality of Events
3.	Policy on dealing with Related Party Transaction
4.	Remuneration Policy
5.	Vigil Mechanism & Whistle Blower Policy
6.	Stakeholders Relationship Committee Policy
7.	Terms and Conditions of Appointment
8.	of Independent Directors
9.	Policy for Preservation of Documents
10.	Criteria for payment to Non-Executive Directors
11.	Code of Conduct and Fair Disclosure for Prohibition of Insider Trading
12.	Policy for determining material subsidiaries
13.	Dividend Distribution Policy

The Polices are available on the Company''s website on the link

www.touchwood.in/investor.php

BUSINESS RISK MANAGEMENT

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

Â¦ Formulating and implementing Risk Management Policy;

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

Â¦ Overseeing that all the risks that the Company faces such as strategic, financial, credit, market, liquidity, property, IT, legal, regulatory, reputational, employee and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

At present the Company has not identified any element of risk which may perceptibly threaten the existence of the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

https: / / touchwood.in/investors/

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a comprehensive Whistle-blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013, details of which are included in Corporate Governance Report. There has been no case to report for the FY 2022-2023, no individual was denied access to the Audit Committee for reporting concerns, if any.

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

PREVENTION_OF_SEXUALHARASSMENT

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

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

AUDITORS & AUDITORS'' REPORTSTATUTORY AUDITOR

the Annual General Meeting held on 28th September, 2022. Accordingly, they would continue as the Statutory Auditor for the Financial Year 2023-24.

The Auditors'' Reports for the financial year 2022-23, including the one on Internal Financial Controls are self-explanatory and does not carry any observation/ qualification/adverse remarks etc. or infirmity in the Company''s affairs.

SECRETARIAL AUDITORS

The Board of Directors, pursuant to the provisions of Section 204 of the Companies Act, 2013, appointed M/ s Advitiya Vyas & Company, Practicing Company Secretary, as the Secretarial Auditor of the Company, to carry out the Secretarial Audit for the Financial Year 2023-24.

SECRETARIAL AUDIT REPORT

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

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

INTERNAL AUDITORS

The board on the recommendation of audit committee approved the appointment of M/s AAVN & Associates, Chartered Accountants, (FRN No. 013224C), Internal Auditors, for conducting the internal audit of the company for the Financial Year 20232024.

INTERNAL CONTROL SYSTEMS AND ADEQUACY THEREOF

The Company''s internal control systems as laid down to commensurate with the nature

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

ANNUAL RETURN

Pursuant to the amendments to Section 134(3) (a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2023, is available on the Company''s website and can be accessed at

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

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Corporate Social Responsibility pursuant to the provisions of the Section 135 of the Companies Act, 2013 is not applicable on your Company.

PARTICULARS_REGARDING

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

The disclosures required to be made under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption are not applicable to the Company as the Company is engaged in the service sector of Entertainment Business and is not involved in any manufacturing activity. Foreign exchange earnings of the Company are Rs. 240.34 lakhs and outgo is nil.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, during the financial year 2022-23.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or Courts or

Tribunals impacting the going concern status and Company''s operations in future.

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

The Directors state that applicable Secretarial Standards have been followed during the financial year 2022-23.

FRAUD REPORTING

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

CAUTIONARY STATEMENT

DIRECTORS''_RESPONSIBILITYSTATEMENT

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

1. In the preparation of annual accounts for the year ended the 31^st March, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them

consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on the 31^st March, 2023 and of the Profit of the Company for the year ended on that date;

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

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

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

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

DECLARATION_REGARDING

COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY''S CODE OF CONDUCT:

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

Pursuant to the Listing Regulations, a confirmation from the Managing Director regarding compliance with the Code by all

the Directors and senior management of the Company is given in Annexure - VI.

ACKNOWLEDGEMENTS_ANDAPPRECIATION

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

Mar 31, 2018

To,

The Members,

Touchwood Entertainment Limited

The Directors have pleasure in presenting the Twenty First Annual Report of your company along with the Audited Financial Statements for the Financial Year ended on 31^st March 2018. Further, in compliance with the Companies Act, 2013 the company has made all requisite disclosures in the Board Report with the objective of accountability and transparency in its operations and to make you aware about its performance and future perspective.

1. FINANCIAL RESULTS

The Companyâs performance during the financial year ended March 31,2018 as compared to the previous financial year is summarized as below:

(in Rs.)

	Current Year ended 31/03/2018	Previous Year Ended 31/03/2017
Revenue from Operations	181,072,274.73	130,162,094.97
Other Income	573,029.30	3,993,527.54
Less: Finance Cost	1,204,747.31	1,687,069.17
Less: Depreciation & Amortization	4,492,684.18	3,307,369.00
Less: Other Expenses	150,641,521.29	11,288,189.29.00
Profit Before Tax & Exceptional Items	25,306,351.25	16,279,291.44
Exceptional Items	4,382,570.06	278,563.33.00
Profit Before Tax	20,923,781.19	16,000,728.11
Current Tax	6,854,705.00	5,515,168
Past Period	251,177	0.00
Deferred Tax	-1,271,099.02	-337,825.00
Profit After Tax	15,088,998.21	10,147,735.11

2. STATE OF COMPANYâS AFFAIRS

During the year under review, Companyâs total revenue stood at Rs.181,645,304.03 as at 31^stMarch,2018 as compared to Rs.134,155,622.51 as at 31^st March, 2017 having a growth of 39.11% over previous year.

The Company is engaged in Event Management activities in and outside Delhi. The management of the company is making its sincere efforts to increase the volume of business in their best efficient manner.

3. DIVIDEND

With a view to provide cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the year under review.

4. CHANGE IN THE NATURE OF BUSINESS, if any

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

5. RESERVES

The Company has a closing balance of Rs.4,74,41,938.45/ - (Rupees Four Crores Seventy Four Lakhs Forty One Thousand Nine Hundred Thirty Eight Decimal Four Five) as Reserves and Surplus as on 31.03.2018.

The closing balance of Reserve and Surplus is bifurcated as follows:

S.No.	Particulars	Amount
1.	Balance at the beginning of Year	7,853,189.84
2.	Current yearâs profit	15,088,998.21
3.	Amount of Securities Premium	32093250.00
4.	Less: Shares issue expenses	-2561019.60
5.	Less: Capitalised for Bonus issue	-5,032,480.00
	Total	47,441,938.45

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

The Company has shifted its Registered Office from 11A 2nd & 3rd Floor ,ArunaAsaf Ali Road, Opposite Fortis Hospital, Kishangarh,VasantKunj, New Delhi 110070 to Plot No. 645 Near E.P.T Block, Sarojini Nagar, New Delhi, South West Delhi DL-110023 on 18^th April 2018 and no other material changes held during the year.

7. DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

8. SHARE CAPITAL

Following are the changes in the Share Capital of the Company during the Financial Year 2017-18:

A. INCREASE IN AUTHORISED, ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

1. The Company has increased its Authorised Share Capital from of Rs. 30,000,000/- divided into 30,00,000 equity share of Rs. 10/- each to Rs. 100,000,000/- divided into 10,000,000 equity shares of Rs. 10/- each pursuant to the Shareholderâs resolution passed in the Extra Ordinary General Meeting held on August 12,2017.

2. The Company has increased its paid-up share capital from of Rs. 20,130,000/- divided into 2,013,000 equity share of Rs. 10/- each to Rs. 40,724,980/- divided into 4,072,498 equity shares of Rs. 10/- each detailed as tinder:

a) During the year under review the Company has issued 503248 Bonus shares in proportion of 01 (One) Equity Share for every 04 (Four) existing Equity Share pursuant to the Shareholderâs resolution passed in the Extra Ordinary General Meeting held on August 12, 2017 and allotted to the eligible shareholders on August 14, 2017

b) The Company has made a Right issue of 503250 equity shares of Rs. 10 each at a premium of Rs.l on 31^st August, 2017.

c) The Company has come out with an Initial Public Offer of 10,53,000 equity shares of Rs. 10 each at a premium of Rs. 30 per share.

B. LISTING OF EQUITY SHARES

The Company has come out with a public issue of 10,53,000 equity shares for Rs. 40 each including share premium of Rs. 30 per equity share which opened on 11^th December, 2017 and closed on 13^th December, 2017 and the shares has been allotted on 18^th December, 2017. The IPO was a huge success, the resulting shares have been listed on the NSE emerge platform of NSE. However, the Company being Listed Entity as on the date of report has voluntarily made various disclosures in terms of applicable provisions of the Companies Act, 2013 and SEBI (LODR).

9. MATERIAL CHANGES DURING THE YEAR

A. The Company, after obtaining necessary approval of the Members at the Extra Ordinary General Meeting held on 12^th August, 2017 have adopted new set of Memorandum and Articles of Association as per Companies Act, 2013.

B. The Company has changed its registered office address from 11A 2nd & 3rd Floor Aruna Asaf Ali Marg Opposite Fortis Hospital, Vasant Kunj, South Delhi, New Delhi, DL 110017 to 11A 2nd & 3rd Floor Aruna Asaf Ali Road Opposite Fortis Hospital, Kishangarh, Vasant Kunj, South Delhi, New Delhi-110070 on 7^th September, 2017.

10. DETAILS OF SUBSIDIARY/JOINT VENTURE / ASSOCIATE COMPANIES

As on 31^st March, 2018, the Company does not have any subsidiary or joint venture and associate company.

11. LISTING OF SHARES:

The Companyâs shares are Listed on NSE emerge SME platfonn with ISININE486Y01013 & Symbol TOUCHWOOD.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL Director Retiring by Rotation

Pursuant to Section 152 of the Companies Act, 2013 and in accordance with the Article of Association of the Company, Mr. Manjit Singh, Chairman & Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommends his re-appointment.

Independent Director

The Board of Directors appointed Mr. Michael Anthony Cruz (DIN: 06542172), Mr. Vijay Kumar Pugalia (DIN: 06648947), Mr. Manjeet Singh Saini (DIN:07047497), Mrs. Paruldeep Kaur (DIN:07929605) as Additional Independent Directors on 6^th September, 2017. Their appointment was approved by the shareholders of the Company in their Twentieth Annual General Meeting held on 19^th September, 2017 as the Independent Directors. All the Independent Directors have been appointed to hold the office for 5 (Five) consecutive years till the year 2022.

Executive Directors

The Board of Directors have appointed Mrs. Jaswinder Kaur (DIN:07931247), Mrs. Priyanka Arora (DIN:07931265) as Additional Directors on 6^th September, 2017. Their appointment was approved by the shareholders of the Company in their Twentieth Annual General Meeting held on 19^th September, 2017 as the directors of the Company.

Mr. Rajiv Jain resigned from the Directorship of the Company on September 7, 2017. The Board appreciates his association with the Company and the support which he had rendered during his tenure.

Change in Designation

During the financial year 2017-18 the following changes in the designation of the Directors were effected:

Designation of Mr. Manjit Singh changed from Director to Chairman and Managing Director in the Board Meeting dated August 10, 2017 which was approved by the Shareholders in the Extra-ordinary General Meeting dated August 12, 2017 for a period of 5 years commencing from 10^th August, 2017 to 9^th August, 2022 and shall be liable to retire by rotation Designation of Mr. Vijay Arora changed from Director to Whole-Time Director in the Board Meeting dated August 10, 2017 which was approved by the Shareholders in the Extra-ordinary General Meeting dated August 12,2017 for a period of 5 years commencing from 10^th August, 2017 to 9^th August, 2022 and shall be liable to retire by rotation.

Key Managerial Personnel

The Board have appointed following Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013:

Mr. Dinesh Singla (PAN No: BLVPS6089N) has been appointed as the Chief Financial Officer of the Company by the Board of Directors in their meeting held on August 10,2017 with the same effect.

Ms. Sonia Madnani (Membership No. 44110) has been appointed as the Company Secretary & Compliance Officer of the Company by the Board of Directors in their meeting held on September 7, 2017 with effect from September 2,2017.

13. BOARD AND COMMITTEE MEETING

Number of Board Meetings

The Board of Directors met 13 times during the financial year ended March 31, 2018 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

13 Board Meetings were held as under:

- 02.06.2017 - 02.11.2017

- 10.08.2017 - 01.12.2017

- 14.08.2017 - 08.12.2017

- 31.08.2017 - 18.12.2017

- 06.09.2017 - 25.01.2018

- 07.09.2017 - 27.03.2018

- 10.10.2017

Attendance of Directors in the Board Meeting:

Sr. No.	Name of Directors	No. of Board Meeting
		Held	Attended
1	Manjit Singh	13	13
2.	Vijay Arora	13	12
3.	Michael Anthony Cruz	9	8
4.	Vijay Kumar Pugalia	9	8
5.	Manjeet Singh Saini	9	7
6.	ParuldeepKaur	9	6
7.	Jaswinder Kaur	9	8
8.	Priyanka Arora	9	7
9.	Rajiv Jain	5	4

Number of Committees Meeting

The Audit Committee met 4 times during the Financial Year ended March 31, 2018. The Stakeholders Relationship Committee met 1 time during the Financial Year ended March 31,2018. The Nomination and Remuneration Committee met 1 time during the Financial Year ended March 31, 2018.The IPO Committee met 3 times during the Financial Year ended March 31, 2018. Members of the Committees discussed the matter placed and contributed their valuable inputs on the matters brought before the meetings.

Additionally, during the financial year ended March 31, 2018 the Independent Directors held a separate meeting on 27^th March, 2018 in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of the SEBI (Listing Obligations & Disclosure Requirements)

14. COMMITTEES OF THE BOARD

The Company has Four committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and IPO Committee which has been established as a part of the better corporate governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

I. Composition of Audit Committee:

The Board of Directors in their meeting held on 6^th September, 2017 constituted an Audit Committee in compliance with the provisions of Section 177 of the Companies Act, 2013.

During the year under review, meeting of Audit Committee were held on 13^th September, 2017,11^th January, 2018, 24^th January, 2018, 19^th March, 2018 and the attendance records of the members of the Committee are as follows:

Sr. No.	Name	Designation	No of Meetings held	No. of Meetings attended
1	ParuldeepKaur (Independent Director)	Chairman	4	4
2.	Michael Anthony Cruz (Independent Director)	Member	4	4
3.	Manjit Singh (Chairman & Managing Director)	Member	4	4

All the recommendation made by the Audit Committee in the financial year 2017-18 were approved by the Board.

II. Composition of Nomination & Remuneration Committee

The Board of Directors in their meeting held on 6^th September, 2017 constituted Nomination & Remuneration Committee in compliance with the provisions of Section 178 of the Companies Act, 2013.

During the year under review, meeting of Nomination & Remuneration Committee was held on 11^th September, 2017 and the attendance records of the members of the Committee are as follows:

Sr. No.	Name	Designation	No of Meetings held	No. of Meetings attended
1.	Michael Anthony Cruz (Independent Director)	Chairman	1	1
2.	Manjeet Singh Saini (Independent Director)	Member	1	1
3.	ParuldeepKaur (Independent Director)	Member	1	1

The policy of Nomination & Remuneration Committee has been placed on the website of the Company at www.touchwood.in and the salient feature of the same has been disclosed under Annexure 5.

III. Composition of Stakeholder Relationship Committee

The Board of Directors in their meeting held on 6^th September, 2017 constituted Stakeholder Relationship Committee in compliance with the provisions of Section 178 of the Companies Act, 2013.

During the year under review, meeting of Stakeholder Relationship Committee was held on 19^th December,2017 and the attendance records of the members of the Committee are as follows:

Sr.No.	Name	Designation	No of Meetings held	No. of Meetings attended
1.	Manjit Singh (Chairman & Managing Director)	Chairman	1	1
2.	Vijay Arora (Whole-Time Director)	Member	1	1
3.	ParuldeepKaur (Independent Director)	Member	1	1

IV. Composition of Initial Public Offer Committee

The Board of Directors in their meeting held on 6^th September, 2017 constituted Initial Public Offer Committee in compliance with applicable provisions of the Companies Act 2013 or the rules made thereunder and the provisions of SEBI (Listing Obligation and Disclosure) Requirements 2015.

During the year under review, meeting of Initial Public Offer Committee were held on 2^nd November, 2017, 1^st December, 2017 and 18^th December, 2017 and the attendance records of the members of the Committee are as follows:

Sr.No.	Name	Designation	No. of Meetings held	No. of Meetings attended
1.	Manjit Singh (Chairman & Managing Director)	Chairman	3	3
2.	Vijay Arora (Whole-Time Director)	Member	3	3
3.	Jaswinder Kaur (Director)	Member	3	3

IPO Committee has been formed for the purpose of Initial Public Offer of the Company during the year under review.

15. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors , Board Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committee, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors (including Chairman) was also evaluated by the independent directors at the separate meeting held of the Independent Directors of the Company.

16. CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibility pursuant to the provisions of the Section 135 of the Companies Act, 2013 is not applicable on our Company.

17. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

The Whistle Blower Policy is disclosed on the website of the Company at www.touchwood.in.

18. RISK MANAGEMENT

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management has been covered in the Management Discussion and Analysis, which forms part of annual report.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Details of loans, guarantees or investments covered under the provision of under Section 186 of the Companies Act, 2013 are given in the Note to the Financial Statements.

20. AUDITORS STATUTORY AUDITORS

M/s SAMSAND & Associates, Chartered Accountants (Firmâs Registration No.: 003708N), New Delhi, Statutory Auditors of the Company informed the Company about the dissolution of their Firm. Therefore pursuant to the provisions of Section 139, the Audit Committee recommends the appointment of VSD & Associates, Chartered Accountants (Firmâs Registration No.: 008726N) for the approval of the Board. The Board of Directors in their meeting appointed M/s VSD & Associates, Chartered Accountants (Firmâs Registration No.: 008726N), New Delhi as Statutory Auditors of the Company for the Financial year 201718.

The Audit Committee has therefore, recommends the appointment of M/s VSD & Associates, Chartered Accountants (Firmâs Registration No.: 008726N), New Delhi as Statutory Auditors of the Company for a period of 5 years to hold office from the financial year 2017-18 to 2021-2022 on remuneration to be decided by the Board or Committee thereof.

The Company has obtained consent from M/s VSD & Associates, Chartered Accountants (Firmâs Registration No.: 008726N), New Delhi to the effect that their appointment as Auditors of the Company for period of 5 years commencing from the Financial Year 2017-18 to 2021-22, if made, will be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013.

The Shareholders are requested to consider and approve the appointment of the Statutory Auditors of the Company.

SECRETARIAL AUDITORS

As required under provisions of Section 204 of the Companies Act, 2013 and Rules framed thereunder, the Board has appointed the Secretarial Auditors of the Company, M/s Advitiya Vyas & Company, Practicing Company Secretaries, for conducting the Secretarial Audit for the FY 2017-18.

Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the financial year ended on March 31, 2018 is attached to the Directorsâ Report as Annexure 3.The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXPLANATION OR COMMENTS ON QUALIFICATION, RESERVATIONS OR ADVERSE REMARKS IN STATUTORY AUDITORS REPORT AND PRACTICING COMPANY SECRETARYâS REPORT

The Company has given advance to the Jaypee Infratech Ltd for the purchase of Pent House and Jaypee Infratech Ltd is undergoing the insolvency proceedings, once it gets sorted our Company will recieve its money back. The Company has paid all its Statutory Dues with interest, if any, for the financial year 2017-18. Apart from the non-payment of statutory dues on time the Statutory Auditorsâ Report is self-explanatory and no comment reservation or adverse remark or disclaimer is given by Auditors of the Company. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDIT

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, your Company has appointed M/s. HMDSN & Associates, Chartered Accountants, as the Internal Auditors of the Company for Financial year 2017-18 and takes their suggestions and recommendations to improve and strengthen the internal control systems.

21. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards in the Financial Year 2017-18.

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

In order to prevent sexual harassment of women at work place an act âThe Sexual Harassment of Women at Workplaceâ (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up a Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

23. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the Company.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report.

25. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No MGT-9 in compliance with the requirement of Section 92(3), Section 134(3) of the Companies Act 2013 is annexed with the Boardâs Report as Annexure-1

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFFERRED TO IN SUB SECTION 1 OF SECTION 188

During the year under review, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in ordinary course of Business on armsâ length basis. Details of the transactions pursuant to compliance of section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as per Annexure-2

During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to the Financial Statement.

27. PARTICULARS OF EMPLOYEES AND REMUNERATION

The Company has no employee, who is in receipt of remuneration of Rs. 8,50,000/- per month or Rs. 10,200,000/- per annum and hence the Company is not required to give information under Sub rule 2 and 3 of Rule 5 of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the following details form part of Annexure 6 and Annexure 7 to the Board Report;

- Pursuant to Rule 5(2)of Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 statement containing the names and other particulars of top ten employees in terms of Remuneration drawn by them in Annexure-6

- Disclosure under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014- Annexure 7

28. FRAUD REPORTING

There was no fraud disclosed during the current Financial Year.

29. CODE OF CONDUCT

The Board has laid down a Code of Conduct (âCodeâ) for Board Members, Managerial Personnel and for Senior Management Employees of the Company. This Code has been posted on the Companyâs website at http://www.t0uchw00d.in/pdf/C0DE%200F%20C0NDUCT.pdf.All the Board Members and Senior Management Personnel have affirmed compliance with this Code.

The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to professional conduct for Independent Directors and has been uploaded on the website of the company at following web link: http://www.touchwood.in/pdf/APPOINTMENT%20LETTER % 20INDEPENDENT %20DIRECTC)RS.pdf .

30. CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. However the Company is listed on Emerge SME platform of National Stock Exchange, by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements), Regulation, 2015, the compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Board Report.

31. POLICY OF PRESERVATION OF DOCUMENTS

Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy of preservation of documents to keep the documents preserve as per Regulation 9 (a) & 9 (b) of SEBI (LODR), 2015 and the same has been uploaded on the website of the Company on www.touchwood.in.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders issued against the Company by any regulating authority or court or tribunal that could affect the going concern status and Companyâs operations in future.

33. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosures required to be made under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to the Company as the Company being engaged in the service sector of Entertainment Business, neither involved in any manufacturing processing, nor any of its transactions involves foreign exchange earnings and outgo.

34. DIRECTORâS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31,2018, the Board of Directors hereby confirms that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The Directors had selected such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2018 and of the profits of the Company for the year ended on that date;

3. The Directors had taken proper and sufficient care was taken 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;

4. The Directors has prepared annual accounts of the Company have been prepared on a going concern basis;

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

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

35. REGISTRAR AND SHARE TRANSFER AGENT INFORMATION

Registrar and Share Transfer Agent: Telephone Numbers:

M/ s Skyline Financial Services Private Limited 01140450193 D-153, A, 1st Floor Okhla Industrial Area, Phase -I Fax Number New Delhi-110020. 9111 26812682

E-mail:

[email protected]

Website:

www.skylinerta.com

ACKNOWLEDGEMENTS AND APPRECIATION

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

By Order of the Board of Directors

For Touchwood Entertainment Limited

Sd/-

Delhi, July 4, 2018 (Manjit Singh)

Chairman & Managing Director

Registered Office: DIN:00996149

Plot No. 645 Near E.P.T Block,

Sarojini Nagar, New Delhi

South West Delhi, 110023-DL

CIN :L92199DL1997PLC088865

Email Id: [email protected]

Website: www.touchwood.in

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

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Directors Report of Touchwood Entertainment Ltd.

OPERATIONS - FINANCIALS

FINANCIAL PERFORMANCE

INDUSTRY UPDATE

STATE OF COMPANY''S AFFAIRS

MANAGEMENT DISCUSSION ANDANALYSIS REPORT

DIVIDEND

TRANSFER TO RESERVES

CONSOLIDATED_FINANCIAL

STATEMENTS

SHARE CAPITAL

DETAILS OF SUBSIDIARY / TOINTVENTURE / ASSOCIATE COMPANIES

1. MakeMeUp Private Limited, India(Subsidiary)

MakeMeUp has 2 verticals:

MakeMeUp School of Makeup

Events & Exhibition

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

WedAdvisor Business Verticals:

DEPOSITS

PARTICULARS_Of_LOANS,

GUARANTEES AND INVESTMENTS

RELATED PARTY TRANSACTION

MATERIAL CHANGES ANDCOMMITMENTS

LISTING OF SHARES

CHANGE IN THE NATURE OFBUSINESS, if any

CORPORATE GOVERNANCE

DIRECTORS & KEY MANAGERIALPERSONNEL

RE-APPOINTMENT OF DIRECTORS

DECLARATION BY INDEPENDENTDIRECTORS

MEETING OF INDEPENDENTDIRECTORS

MEETINGS OF THE BOARD OFDIRECTORS

POLICY_ON_DIRECTOR''S

APPOINTMENT AND REMUNERATION

PERFORMANCE EVALUATION OF THEBOARD

COMMITTEES OF THE BOARD

DISCLOSURE ON STATEMENT OFDEVIATION!S) OR VARIATION(S)

BUSINESS RISK MANAGEMENT

FAMILIARISATION PROGRAMME FORINDEPENDENT DIRECTORS

VIGIL MECHANISM / WHISTLEBLOWER POLICY

PREVENTION_OF_SEXUAL

HARASSMENT

AUDITORS & AUDITORS'' REPORT

STATUTORY AUDITOR

SECRETARIAL AUDITORS

SECRETARIAL AUDIT REPORT

INTERNAL AUDITORS

INTERNAL CONTROL SYSTEMS ANDADEQUACY THEREOF

PARTICULARS OF EMPLOYEES ANDRELATED DISCLOSURE S

ANNUAL RETURN

CORPORATE SOCIAL RESPONSIBILITY

PARTICULARS_REGARDING

BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT

CODE, 2016 DURING THE FINANCIALYEAR

FRAUD REPORTING

CAUTIONARY STATEMENT

DIRECTORS''_RESPONSIBILITY

STATEMENT

DECLARATION_REGARDING

COMPLIANCE BY BOARD MEMBERS

AND SENIOR MANAGEMENTPERSONNEL WITH THE COMPANY''SCODE OF CONDUCT:

ACKNOWLEDGEMENTS_AND

APPRECIATION

For and on behalf of the Board of DirectorsTouchwood Entertainment Limited

Vijay Arora Manjit Singh

Place: New DelhiDate: August 07, 2025

FINANCIAL PERFORMANCE

INDUSTRY UPDATE

STATE OF COMPANY''S AFFAIRS

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

DIVIDEND

TRANSFER TO RESERVES

CONSOLIDATED_FINANCIAL

STATEMENTS

SHARE CAPITAL

DETAILS OF SUBSIDIARY / TOINT VENTURE / ASSOCIATE COMPANIES

Events & Exhibition

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

WedAdvisor Business Verticals:

DEPOSITS

PARTICULARS OF LOANS.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

DETAILS OF SUBSIDIARY / TOINT
VENTURE / ASSOCIATE COMPANIES

1. MakeMeUp Private Limited, India
(Subsidiary)

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

MATERIAL CHANGES AND
COMMITMENTS

CHANGE IN THE NATURE OF
BUSINESS, if any

DIRECTORS & KEY MANAGERIAL
PERSONNEL

DECLARATION BY INDEPENDENT
DIRECTORS

MEETING OF INDEPENDENT
DIRECTORS

MEETINGS OF THE BOARD OF
DIRECTORS

PERFORMANCE EVALUATION OF THE
BOARD

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

FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

VIGIL MECHANISM / WHISTLE
BLOWER POLICY

INTERNAL CONTROL SYSTEMS AND
ADEQUACY THEREOF

PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURE S

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

CODE, 2016 DURING THE FINANCIAL
YEAR

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

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

Place: New Delhi
Date: August 07, 2025