COMPANY'S PERFORMANCE

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

* EBITDA is excluding non-operating income.

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

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

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

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

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

SUCCESSFUL IMPLEMENTATION OF RESOLUTION PLAN

In the financial year 2022-23, the landmark Resolution

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

was successfully implemented in the Company. The key

milestones achieved are summarised as below:

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

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

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

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

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

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

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

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

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

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

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

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

RECLASSIFICATION OF PROMOTERS/ PROMOTER GROUP

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

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

WATERPARK OPERATIONS IN SURAT

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

DIVIDEND

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

TRANSFER OF RESERVES

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

SHARE CAPITALAuthorised Share Capital

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

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

Issued, Subscribed and Paid-up Share Capital

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

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

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

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

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

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

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

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

DEPOSITS

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

SUBSIDIARY COMPANY(IES)

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

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

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

During the year under review:

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

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

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

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

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

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

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

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

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

Key Managerial Personnel ("KMP")

During the year under review:

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

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

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

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

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

• Mr. Jai Malpani, Managing Director

• Mr. Dhimant Bakshi, Chief Executive Officer & Chief
Marketing Officer

• Mr. Mayuresh Kore, Chief Financial Officer & Head Legal

• Ms. Reshma Poojari, Company Secretary

• Mr. Swapnil Chari, Joint Company Secretary
DECLARATION OF INDEPENDENCE

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

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

BOARD EVALUATION

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

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

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

Pursuant to the provisions of Schedule IV of the Act
and Regulation 25 of the SEBI Listing Regulations, the
Independent Directors of the Company, at their meeting held
on February 8, 2023, evaluated the performance of 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/corporate-governance/#Policies

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

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

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

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

for the Board, KMPs and SMPs;

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

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

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

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

BOARD MEETINGS

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

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

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

COMMITTEES OF THE BOARD

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

i Audit Committee,

ii Nomination and Remuneration Committee,

iii Corporate Social Responsibility Committee,

iv Risk Management Committee, and

v Stakeholders' Relationship Committee

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

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

The Board has constituted ESOS Allotment Committee for

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

AUDITORS AND AUDITORS' REPORTStatutory Auditors

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

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

Secretarial Auditors

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

REQUIREMENTS FOR MAINTENANCE OF COST RECORDS

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions

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

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

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

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

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

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

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

PARTICULARS OF EMPLOYEES

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

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

HUMAN RESOURCES

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

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

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

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

EMPLOYEE STOCK OPTION SCHEME

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

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

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

inspection in accordance with statutory requirement.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

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

RISK MANAGEMENT

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

CORPORATE SOCIAL RESPONSIBILITY

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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

CORPORATE GOVERNANCE

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

ANNUAL RETURN

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

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

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

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

COMPLIANCE OF SECRETARIAL STANDARDS

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

OTHER DISCLOSURES

During the financial year under review:

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

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

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

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of DirectorsRajesh Malpani

Place: Sangamner Chairman

Date: May 26, 2023 DIN: 01596468