COMPANY'S PERFORMANCE

For the financial year 2024-25, at standalone level, the
Company reported a growth of 52% in revenue from
operations vis-a-vis financial year 2023-24, the growth
was primarily contributed from the acquisition of parks
in Lonavala and Shirdi. Total revenue from operations
increased to R 41,005.61 Lakhs against R 26,920.19 Lakhs for
the corresponding period. The 'Other Income' was reported
at R 908.47 Lakhs as against R 930.24 Lakhs in the previous
year; primarily due to income from investing excess fund
during the year.

During the year under review, the Company has recorded
27.0 Lakhs visitors, almost doubled from FY 2023-24 from
acquisition of Lonavala and Shirdi parks.

During the year, the Company acquired Malpani Parks Indore
Private Limited, a wholly-owned subsidiary w.e.f. February
25, 2025, opening a new park in Indore, Madhya Pradesh,
on March 24, 2025.

The outstanding secured loans as on March 31, 2025
aggregate to R 14,849.02 Lakhs.

DIVIDEND

The Board of Directors ("Board"), after considering
holistically the relevant circumstances and keeping in view

the requirement of funds for fulfilling financial obligations
towards the acquisition transactions or expansions
undertaken by the Company, has decided that it would be
prudent not to recommend any dividend for the year under
review.

The Dividend Distribution Policy, in terms of Regulation
43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations"), is available on the Company's
website at https://www.imagicaaworld.com/wp-content/
uploads/2023/10/Dividend-Distribution-Policy.pdf

TRANSFER OF RESERVES

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

SHARE CAPITAL

Authorised Share Capital

As on March 31, 2025, the Authorised Share Capital of the
Company was R 1100,00,00,000/- divided into 100,00,00,000
Equity Shares of R 10/- each and 100,00,000 Preference
Shares of R 100/- each.

During the year, there has been reclassification of Authorised
Share Capital from ' 1100,00,00,000/- (consisting of

60,00,00,000 Equity Shares of ' 10/- each and 5,00,00,000
Preference Shares of ' 100 each) to ' 1100,00,00,000/-
(consisting of 100,00,00,000 Equity Shares of ' 10/- each
and 100,00,000 Preference Shares of ' 100/- each),
pursuant to an ordinary resolution passed by the Members
of the Company through Postal Ballot on July 31, 2024 and
consequently, clause V of the Memorandum of Association
of the Company stands altered.

Paid-up Share Capital

During the year under review, the Company has allotted the
following equity shares:

1. 6,03,99,348 equity shares of face value of ' 10/- each at
a price of ' 36.81 to Malpani Parks Private Limited, the
Promoter of the Company on April 11, 2024, pursuant
to conversion of 2,22,33,000 Optionally Convertible
Redeemable Preference Shares ("OCRPS") having a face
value of ' 100/- each.

2. 30,000 equity shares of face value of ' 10/- each under
Imagicaaworld Employee Stock Options Scheme 2020,
to the option grantees who had exercised their options
as detailed below:

• 20,000 equity shares were allotted on May 01, 2024

• 10,000 equity shares were allotted on November
06, 2024

3. 2,34,82,500 equity shares of the Company of the face
value of ' 10/- each at a price of ' 73.50 per equity share
on preferential basis to the promoter and non-promoter
category on March 27, 2025, in accordance with the
SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 as amended, and the Companies Act,
2013 ("the Act").

Consequently, the Issued, Subscribed and Paid-up Share
Capital of the Company stood at R 565,81,18,910/- divided
into 56,58,11,891 equity shares of ^ 10/- each as on March
31, 2025.

RAISING OF FUNDS

The Board of Directors, at its meeting held on February
12, 2025, had approved raising of funds by issuance of
2,34,82,500 equity shares and 2,34,82,500 warrants
convertible into equity shares, to 'promoter' and 'non
promoter' category on a preferential basis, aggregating to
' 345,19,27,500/- (Rupees Three Hundred and Forty Five
Crore Nineteen Lakhs Twenty Seven Thousand Five Hundred
Only), which was subsequently approved by way of special
resolutions passed by the Members at their Extra-ordinary
General Meeting held on March 13, 2025.

Pursuant to this approval, the Board of Directors of the
Company on March 27, 2025, had allotted 2,34,82,500 fully
paid up equity shares of face value of ^ 10/- each for cash at
an issue price of ^ 73.50 (including a premium of ^ 63.50)
("Issue Price") per Equity Share, for an aggregate amount of
R 172,59,63,750/- (Rupees One Hundred and Seventy Two
Crore Fifty Nine Lakhs Sixty Three Thousand Seven Hundred
and Fifty Only), to the allottees, in the 'promoter' and 'non¬
promoter' category.

Further, the Board of Directors of the Company on March
27, 2025, had also allotted 2,34,82,500 warrants convertible
into equivalent number of equity shares of face value
of ^ 10/- each at an issue price of ^ 73.50 aggregating to
R 172,59,63,750/- (Rupees One Hundred and Seventy Two
Crore Fifty Nine Lakhs Sixty Three Thousand Seven Hundred
and Fifty Only), to the allottees in the 'promoter' and 'non¬
promoter' category, out of which, 25% upfront consideration
has been paid-up by the allottees and remaining 75%
consideration shall be paid by the allottees upon conversion
within 18 months from the date of allotment of warrants.

COMPLETION OF ACQUISITION OF PARK BUSINESS
UNDERTAKING FORM GIRIRAJ ENTERPRISES

The Audit Committee and the Board of Directors, at
their respective meetings held on February 08, 2024,
and Members of the Company at their meeting held on
March 18, 2024 had approved acquisition of the business
undertaking pertaining to the water parks, theme park and
amusement park owned by Giriraj Enterprises and/or its
partners at Lonavala and Shirdi in the State of Maharashtra:
(A) "Wet'nJoy Waterpark", located at Lonavala, Maharashtra
("Lonavala Waterpark"); (B) "Wet'nJoy Amusement park",
located at Lonavala, Maharashtra ("Lonavala Amusement
Park"); (C) "Saiteerth Theme Park", located at Shirdi,
Maharashtra ("Shirdi Theme Park"); and (D) "Wet'nJoy
Waterpark", located at Shirdi, Maharashtra ("Shirdi
Waterpark") (collectively, Lonavala Waterpark, the Lonavala
Amusement Park, the Shirdi Theme Park and the Shirdi
Waterpark are collectively referred to as the "Park Business
Undertaking"), on a 'slump sale' basis via business transfer
agreement and the same was completed by the Company
during the financial year under review.

DEPOSITS

The Company has not accepted deposits from the public
falling within the ambit of Section 73 of the Act during the
year under review. As on March 31, 2025, there were no
deposits lying unpaid or unclaimed.

SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

As on March 31, 2025, the Company has 2 (Two) subsidiaries

i.e. Blue Haven Entertainment Private Limited and Malpani
Parks Indore Private Limited. As on March 31, 2025, there is
no Associate and Joint Venture of the Company.

During the year under review, the Company acquired 100%
(one hundred percent) equity shares of Malpani Parks
Indore Private Limited ("MPIPL") on February 25, 2025,
consequently MPIPL became a wholly owned subsidiary of
the Company.

The salient features of the financial statements (highlighting
the financial performance) of the subsidiaries of the
Company as required under Section 129 of the Act in the
Form AOC-1 is provided at page no. 227 of the Annual Report.
The standalone financial statements, consolidated financial
statements along with relevant documents of the Company
and separate audited financial statements of the subsidiaries
of the Company are available on the Company's website at
https://www.imagicaaworld.com/financials/#subsidiary-
information

In accordance with SEBI Listing Regulations, a policy
for determining material subsidiary of the Company as
approved by the Board of Directors is made available on
the website under https://www.imagicaaworld.com/wp-
content/uploads/2023/10/Material-Subsidiarv-Policv.pdf.

There is no material subsidiary of the Company during the
year under review as per the SEBI Listing Regulations.

CONSOLIDATED FINANCIAL STATEMENTS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the
financial year ended on March 31, 2025, the applicable
accounting standards had been followed along with
proper explanation relating to material departures, if
any;

b) they have selected such accounting policies and applied
consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at March
31, 2025 and of the profit of the Company for the year
ended on March 31, 2025;

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

d) they have prepared the annual accounts for the financial
year ended on March 31, 2025 on a going concern basis;

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

During the year under review:

1. Mr. Suresh Bharathwaj was re-appointed as Non¬
Executive Independent Director for a second term of
2 (Two) years with effect from October 18, 2024 to
October 17, 2026 and the same was approved by the
Members of the Company by passing special resolution
through Postal Ballot on July 31, 2024.

2. Mr. Mohan Umrotkar and Mr. Abhijit Chawathe were
re-appointed as Non-Executive Independent Director
for a second term of 3 (Three) years with effect from
February 09, 2025 to February 08, 2028 and the same
was approved by the Members of the Company by
passing special resolution through Postal Ballot on
January 19, 2025.

In accordance with the provisions of Section 152 of the
Act and the Company's Articles of Association, Mr. Manish
Malpani, Non-Executive Non-Independent Director of the
Company, retires by rotation at the ensuing Annual General
Meeting and being eligible has offered himself for re¬
appointment.

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

Key Managerial Personnel ("KMP")

Pursuant to the provisions of Section 2(51) and Section
203 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the following persons are Key Managerial Personnel of the
Company as on March 31, 2025:

1. Mr. Jai Malpani, Managing Director;

2. Mr. Dhimant Bakshi, Chief Executive Officer & Chief
Marketing Officer;

3. Mr. Mayuresh Kore, Chief Financial Officer & Head Legal;
and

4. Ms. Reshma Poojari, Company Secretary and Compliance
Officer

INDEPENDENT DIRECTORS' DECLARATION

The Company has received declarations from each
Independent Director confirming that they meet the criteria
of independence as laid down under Section 149 of the Act
and Regulation 16(1)(b) of the SEBI Listing Regulations. In
terms of Regulation 25(8) of the SEBI Listing Regulations,
the Independent Directors have confirmed that they are
not aware of any circumstance or situation, which exists or
may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
independent judgement and without any external influence.
There has been no change in the circumstances affecting
their status as an Independent Director during the year.

In the opinion of the Board, all the Independent Directors are
competent, experienced, proficient and possess necessary
expertise and integrity to discharge their duties and functions
as Independent Directors. The Independent Directors of the
Company are compliant with the provisions of Rule 6(4) of
the Companies (Appointment and Qualification of Directors)
Rules, 2014.

BOARD EVALUATION

The Company has devised a policy for performance
evaluation of its individual directors, the Board and the
Committees constituted by it, which includes criteria for
performance evaluation. In line with the requirements of
the Act and SEBI Listing Regulations, the Board has carried
out an annual evaluation of its own performance, working of
it's Committees and the Directors individually. The Directors
were provided with structured questionnaire to record
their views. The reports generated out of the evaluation
process were placed before the Board at its meeting and
noted by the Directors. The evaluation process was attentive
on various aspects of the functioning of the Board and
its Committees, such as experience and competencies,
performance of specific duties and obligations of the Board
and its Committees, governance issues, etc.

Pursuant to the provisions of Schedule IV of the Act
and Regulation 25 of the SEBI Listing Regulations, the
Independent Directors of the Company, at their meeting
held on March 28, 2025, evaluated the performance of Non¬
Independent Directors, the Board as a whole, performance
of the Chairman; and also assessed the quality, quantity and
timeliness of flow of information between the Management
and the Board.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

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

The details of the Familiarisation Programmes imparted to
the Independent Directors during the year under review are
also available on the website of the Company at https://
www.imagicaaworld.com/wp-content/uploads/2023/10/
Familiarisation-Programme-for-Independent-Directors.pdf

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

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

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

ii. To devise a policy on Board diversity and succession plan
for the Board, KMPs and SMPs;

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

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

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

The Nomination and Remuneration Policy of the Company
is available on the website of Company at https://www.
imagicaaworld.com/wp-content/uploads/2023/10/
Nomination-and-Remuneration-Policv.pdf.

BOARD MEETINGS

During the financial year 2024-25, the Board met 5 (Five)
times i.e. May 28, 2024, June 25, 2024, August 06, 2024,
November 07, 2024 and February 12, 2025.

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

COMMITTEES OF THE BOARD

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

i. Audit Committee,

ii. Nomination and Remuneration Committee,

iii. Corporate Social Responsibility Committee,

iv. Risk Management Committee, and

v. Stakeholders' Relationship Committee

In addition to the above said committees, the Board has
constituted ESOS Allotment Committee for decision relating
to allotment of equity shares to eligible employees upon
exercise of options from time to time, in accordance with
Imagicaaworld Employee Stock Option Scheme 2020 and
Environmental Social Governance (ESG) Committee to focus
on sustainability.

Details of composition of all the committees, number of
meetings held and attendance of the committee members
thereof are provided in the Corporate Governance Report
forming part of this Annual Report.

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

AUDITORS AND AUDITORS' REPORT
Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the
Companies (Audit and Auditors) Rules, 2014, M/s. Suresh
Surana & Associates LLP, Chartered Accountants, (Firm
Registration No. 121750W/W-100010) were appointed
as the Statutory Auditors of the Company at the Fifteenth
Annual General Meeting held on September 27, 2024, to
hold office till the conclusion of Twentieth Annual General
Meeting to be held for FY 2028-29. Auditors have confirmed
that they are not disqualified from continuing as Auditors of
the Company.

The Statutory Auditors' Report on the financial statements
of the Company for the year ended March 31, 2025, which
forms part of this Annual Report, does not contain any
qualification, reservation or adverse remark and no frauds
were reported by the Auditors under Section 143(12) of the
Act.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board had appointed Parikh &
Associates, Practising Company Secretaries to undertake
the Secretarial Audit of the Company for the financial year
2024-25. The report of the Secretarial Audit in Form MR-3
for the financial year 2024-25 is provided in Annexure A
to this Report. The said Secretarial Audit Report does not
contain any qualifications, reservations or adverse remarks
and no frauds were reported by the Secretarial Auditors to
the Company under Section 143(12) of the Act.

The Board of Directors of the Company, at its meeting
held on May 28, 2025 on recommendation of the Audit
Committee and pursuant to the provisions of Section 204
of the Act and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 read
with Regulation 24A and other applicable provisions of the
SEBI Listing Regulations, has approved the appointment of
Parikh & Associates, as Secretarial Auditors for a term of
five consecutive years, commencing from FY 2025-26 till
FY 2029-30, subject to the approval of the Members at the
ensuing Annual General Meeting. Secretarial Auditors have
confirmed that they are not disqualified to be appointed
as a Secretarial Auditor and are eligible to hold office as
Secretarial Auditor of the Company.

REQUIREMENTS FOR MAINTENANCE OF COST RECORDS

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of the loans given, guarantees provided and
investments made by the Company pursuant to Section 186
of the Act for the year March 31, 2025 are provided in the
Notes to the financial statements forming part of this Annual
Report.

RELATED PARTY TRANSACTIONS

All transactions with related parties are placed before the
Audit Committee for its approval. An omnibus approval
from Audit Committee is obtained for the related party
transactions which are repetitive in nature. All transactions
with related parties entered into during the year under
review were at arm's length basis and in the ordinary course
of business and in accordance with the provisions of the Act
and the rules made thereunder, the SEBI Listing Regulations
and the Company's Policy on Related Party Transactions.

Particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Act, as prescribed in
Form AOC-2 under Rule 8(2) of the Companies (Accounts)
Rules, 2014 is provided in Annexure B to this Report.

During the year, the material related party transactions
pursuant to the provisions of SEBI Listing Regulations had
been duly approved by the Members of the Company Extra
Ordinary General Meeting ("EGM") held on March 18, 2024
and Postal Ballot on July 31, 2024.

There are no materially significant related party transactions
entered into by the Company with its Directors/Key
Managerial Personnel or their respective relatives, the
Company's Promoter(s), its Subsidiaries or any other related
party, that may have a potential conflict with the interest of
the Company at large.

Details of related party transactions entered into by
the Company are disclosed in the notes forming part of
the financial statements. Pursuant to the provisions of
Regulation 23 of the SEBI Listing Regulations, the Company
has filed half yearly reports to the stock exchanges, for the
related party transactions.

The policy on related party transactions is available on the
Company's website at https://www.imagicaaworld.com/wp-
content/uploads/2023/10/Related-Partv-Transaction-Policv.
pdf

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

The Company has adequate internal control procedures
which are commensurate with its size and nature of business.

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

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

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

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors
and employees as required under Section 197(12) of the
Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
provided in Annexure D to this Report. In accordance with
the provisions of Section 197(12) of the Act, read with Rule
5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the names and other
particulars of the employees covered under the said rule
shall be made available to any Member on a specific request
made in this regard, by him or her in writing.

HUMAN RESOURCES

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

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

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

The Policy on Prevention of Sexual Harassment at Workplace
has been formulated by the Company. The Policy aims to

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

EMPLOYEE STOCK OPTION SCHEME

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

During the year under review, the Company has allotted
30,000 fully paid up equity shares under of Imagicaaworld
Employee Stock Options Scheme 2020.

A certificate from Secretarial Auditor of the Company
confirming that the aforesaid Scheme have been
implemented in accordance with the SBEB Regulations,
will be open for inspection at the ensuing Annual General
Meeting.

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board established and adopted a Vigil Mechanism/
Whistle Blower Policy that enables the Directors and
Employees to report genuine concerns about unethical
behaviour, actual or suspected fraud or violation of the Code
of Conduct of the Company and to report unprofessional
misconduct without fear of reprisal. The Vigil Mechanism
provides for (a) adequate safeguards against victimization of
persons who use the Vigil Mechanism; and (b) direct access
to the Chairperson of the Audit Committee of the Board
of Directors of the Company in appropriate or exceptional
cases. No person has been denied access to the Audit
Committee of the Board. The Policy is available on the
Company's website at https://www.imagicaaworld.com/
wp-content/uploads/2023/10/Vigil-Mechanism-or-Whistle-
Blower-Policy.pdf

RISK MANAGEMENT

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is part of the Malpani Group, which is known
for its tradition of philanthropy and community service. It
may be noted that in view of the average net profits of the
Company for past three financial years being negative, there
was no statutory requirement to incur any CSR expenditure
during the year under review. Accordingly, the Company has
not incurred any CSR expenditure during the year under
review.

However, the Company is committed towards inclusive
growth and based on the recommendation of the CSR
Committee; the Company will be identifying CSR initiatives
to be carried out in the coming financial years in order to
have a maximum impact.

Details of the composition of the CSR Committee and
CSR Policy of the Company are provided in the section
titled 'Annual Report on CSR activities for FY 2024-25' in
Annexure E of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the
year under review, giving a detailed analysis of the
Company's operations, as stipulated under Regulation
34(2)(e) of the SEBI Listing Regulations, is provided in a
separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report ("BRSR"),
in compliance with Regulation 34(2)(f) of the SEBI Listing
Regulations, on the environmental, social, and governance
disclosures, is provided in a separate section forming part of
this Annual Report.

CORPORATE GOVERNANCE

A report on Corporate Governance, in terms of Regulation
34 read with Schedule V to the SEBI Listing Regulations,
along with a Certificate from Practicing Company Secretary,
certifying compliance of conditions of Corporate Governance
enumerated in the SEBI Listing Regulations, is provided in a
separate section forming part of this Annual Report.

ANNUAL RETURN

The Annual Return in Form MGT-7 for the FY 2024-25
pursuant to Section 92(3) read with Section 134(3)(a) of the
Act and Rules made thereunder, is available on the website
of the Company at https://www.imagicaaworld.com/
financials/#annual-reports

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

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

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

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

COMPLIANCE OF SECRETARIAL STANDARDS

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

OTHER DISCLOSURES

During the financial year under review:

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

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

- There are no applications made or any proceedings
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) against the Company as at March 31,
2025.

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Rajesh Malpani

Place: Pune Chairman

Date: May 28, 2025 DIN: 01596468