Party Cruisers Ltd

To

The Members, Party Cruisers Limited

The Directors are pleased to present to you the 29th Annual Report of Party Cruisers Limited ("The Company" or "Your Company") along with the Audited Financial Statements for the Financial Year ended March 31, 2023.

Party Cruisers Limited is a distinguished event management Company that specializes in creating extraordinary and seamless event experiences. With a strong foundation in curating and executing weddings that reflect individual stories of love, we extend our expertise to a wide array of events. Our dedicated team of event professionals thrives on innovation, attention to detail, and a commitment to exceeding expectations, making us the premier choice for any occasion.

The table below gives the financial highlights of the Company for the year ended 31^st March, 2023, as compared to the previous year:

During the year ended 31st March, 2023, your Company earned revenue of Rs. 4,01,038 thousand as compared to Rs. 1,60,408 thousand in the previous year. The operations have recorded a Profit of Rs. 38,172 thousand as compared to a Profit of Rs. 13,293 thousand in the previous year.

STATE OF COMPANY'S AFFAIRS AND OPERATIONS

The Company aims at turning visions into reality, transforming ordinary events into extraordinary memories that last a lifetime. Whether it's an intimate wedding, a grand corporate gala, or a themed birthday celebration, our team is dedicated to infusing creativity, precision, and passion into every event we undertake.

SHARE CAPITAL STRUCTURE

The Authorised Equity Share Capital as on 31st March, 2023 was Rs. 12,00,00,000/- (Rupees Twelve Crore Only) comprising of 1,20,00,000 (One Crore Twenty Lakh) Equity Shares of the face value of Rs. 10/- (Rupees Ten Only) each. There is no change in the Authorised Share Capital of the Company during the year. However, the paid-up Share Capital of the Company was Rs. 11,20,00,000/- (Rupees Eleven Crore Twenty Lakh Only) comprising of 1,12,00,000 (One Crore Twelve Lakh) Equity Shares of the face value of Rs.10/- (Rupees Ten Only) each.

Due to inadequacy of profits and in order to consolidate the financial position of the Company, your Directors have not recommended any dividend for the year.

The Company does not have any subsidiary Company as on 31st March, 2023. The Company did not acquire or dispose off the stake in any subsidiary Company during the financial year under review. The Company has not issued any sweat equity shares or equity shares with differential rights during the year ended 31st March, 2023.

During the year under review, the following mentioned were the Directors and Key Managerial Personnel of the Company as on March 31, 2023:

Further, Mr. Cyrus Rohinton Shroff was appointed w.e.f. July 11, 2023 as an Additional Director of the Company and he will be regularised as Non-Executive Non-Independent Director of the Company at the ensuing Annual General Meeting of the. Accordingly, resolution seeking his regularisation forms a part of the notice convening the 29th AGM.

Ms. Rachana Lucknowala (DIN: 02466195) was appointed as the Executive Director of the Company for a period of 5 years. The Board, on recommendation of the Nomination, Remuneration and Compensation Committee and after evaluating her performance and considering the Company's growth under her leadership approved her re-appointment for a further period of 5 years commencing from August 31, 2023, subject to the approval of the shareholders and Central Government, if any. Accordingly, resolution seeking her reappointment for further term of 5 years forms a part of the notice convening the 29th AGM.

Ms. Samaa Nusrat Shah (DIN: 07554045) shall also be re-appointed as the Independent Director of the Company and resolution seeking her reappointment for a period of 1 year forms a part of the notice convening the 29th AGM.

In accordance with the provisions of Section 152 of the Act, read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Firoz Lucknowala (DIN: 01553122), retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board has recommended his re-appointment.

Pursuant to Regulation 36(3) of the SEBI Listing Regulations, brief resume of the Director proposed for appointment/re-appointment has been given in the statement annexed to the Notice convening the Annual General Meeting.

The Board has adopted a Code of Conduct for Directors & Senior Management in accordance with the provisions of the Companies Act, 2013 and other applicable provisions. The Code also incorporates the duties of Independent Directors. All the Board Members and Senior Management Personnel have confirmed compliance with the Code. A copy of the Code has been put on the Company's website.

FAMILIARIZATION PROGRAMME FOR DIRECTORS

At the time of appointment of the Director, a formal letter of appointment is given to the Director. The Director is also explained in detail the roles, functions, duties and responsibilities expected from him/her and also compliance required from him/her under the Companies Act, 2013, and other applicable provisions. The Board of Directors has complete access to the information within the Company. Presentations are regularly made to the Board of Directors and various Committees of the Board. The details of the Company's familiarization programme for Independent Directors can be accessed at Company's website.

The Nomination, Remuneration and Compensation Committee of the Company has laid down the criteria for performance evaluation of the Board and individual Directors including the Independent

Directors and Chairperson covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its committees, Board Culture, execution and performance of specific duties, obligations and governance. It includes circulation of evaluation forms separately for evaluation of the Board, its Committees, Independent Directors / Non-Executive Directors / Executive Directors and the Chairman of your Company. The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance of individual Directors including the Chairman and the Managing Director on their personal performance, participation, contribution and offering guidance and understanding of the areas which were relevant to them in their capacity. The Directors were also assessed on selected parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the Company's Management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The Board expressed its satisfaction with the evaluation results, which reflects the high degree of engagement of the Board and its Committees with the Company and its Management.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have furnished necessary declarations to the Company under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed for independent directors under Section 149(6) of the Act and Regulation 16(b) of the SEBI Listing Regulations. In the opinion of the Board, all the Independent Directors possess the requisite qualifications, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013 your Directors state that: i. In preparation of annual accounts for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any; ii. They 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 at 31st March, 2023 and loss of the Company for the year ended on that date; iii. 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; iv. They have prepared the annual accounts on a going concern basis; v. They have laid down proper internal financial controls to be followed by the Company and they were adequate and operating effectively and vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively

The Board of Directors of the Company has constituted various Committees in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations, such as Audit Committee, Nomination, Remuneration and Compensation Committee, and Stakeholders' Relationship Committee. All decisions pertaining to the constitution of the Committees, appointment of members and fixing of terms of reference/role of the Committees are taken by the Board of Directors.

The Composition of Audit Committee as on 31^st March, 2023 is :-

The Composition of Nomination, Remuneration and Compensation Committee as on 31^st March, 2023 is:-

The Composition of Stakeholder Relationship Committee as on 31^st March, 2023 is:-

The Composition of Internal Complaints Committee as on 31^st March, 2023 is :-

The Company has Risk Management Systems in place including identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. After identifying the risk and assessing the level of impact, controls are put in place to mitigate the risk by the concerned executives/the Board to control the exposure of the risk and balance the impact of risk on a continuous basis.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has Whistle Blower Policy encompassing vigil mechanism to report genuine concerns and grievances. The policy provides adequate safeguards against victimisation of persons who use the Whistle Blower mechanism. It provides appropriate avenues to the employees to bring to the attention of the management any issue, which is perceived to be in violation or in conflict with the fundamental business of the Company. The employees are encouraged to voice their concerns by way of whistle blower policy and have been given access to the Audit Committee. The policy is available on the website of the Company at https://www.partycruisersindia.com.

MEETINGS OF THE BOARD AND COMMITTEES

The Board met 18 (Eighteen) times during the financial year. The gap between these meetings was within the prescribed period under the Act and SEBI Listing Regulations.

The Board of Directors affirms that the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with the applicable Secretarial Standards.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made there under the Company has appointed

Ms. Zalak Mehta, Proprietor of M/s. Zalak Mehta & Associates a Company Secretary in Practice to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for the year under review issued by M/s. Zalak Mehta & Associates is annexed to this Report as Annexure A. There are no audit qualifications in the said Report. Further, in terms of the provisions of the Circular No. CIR/CFD/ CMD1/27/2019 dated 8th February, 2019 issued by Securities and Exchange Board of India, the Company has obtained the Annual Secretarial Compliance Report for the financial year ended 31st March, 2023, thereby confirming compliance of the applicable SEBI Regulations and circulars / guidelines issued thereunder, on behalf of the Company.

At the 25th Annual General Meeting of the Company held in the year 2019, the Shareholders had approved the appointment of M/s. Ramanand & Associates, Chartered Accountants, (Firm Registration No.117776W), as the Statutory Auditors of the Company for a period of five years from the conclusion of the 25th AGM till the conclusion of the 30th AGM., in terms of the applicable provisions of Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

The Auditors' Report on the Financial Statements of the Company for the year under review, "with an unmodified opinion", as given by the Statutory Auditors, is disclosed in the Financial Statements forming part of this Annual Report. The Auditors' Report is clean and there are no qualifications in their Report. Also, no frauds in terms of the provisions of Section 143(12) of the Act have been reported by the Statutory Auditors in their report for the year under review. The Notes to the Financial Statements are self-explanatory and do not call for any further comments.

The Auditor's Report on the audited financial statement of the Company for the year ended 31^st March, 2023, do not contain any qualification, reservation or adverse remark therefore not required any explanation or comment.

During the year under review, neither the Statutory Auditors nor Secretarial Auditors have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Directors' Report.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for the financial year ended 31st March, 2023 is uploaded on the website of the Company and can be accessed at www.partycruisersindia.com.

PUBLIC DEPOSITS

During the financial year under report the Company has not accepted deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not made any investments during the year under review.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the year were on arm's length basis and in the ordinary course of business. The Audit Committee has approved the related party transactions and subsequently the same were approved by the Board of Directors from time to time and the same are disclosed in the Financial Statements of the Company for the year under review. Further, pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board of Directors has, on recommendation of its Audit Committee, adopted a Policy on Related Party Transactions and the said policy is available on the website of the Company https://www.partycruisersindia.com/wp-content/uploads/2022/08/Policy-on-Related-Party-Transactions.pdf The details as required to be disclosed under the Companies Act, 2013 are attached herewith in Annexure B.

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

The Company ensures optimized and efficient consumption of energy in all the offices/branches of the Company. With the implementation of its digital initiatives the Company has also substantially reduced its paper consumption. The Company has always leveraged technological innovations to improve its operational efficiency and satisfy and retain our customer base.

Earnings: Nil Outgo Nil

The Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal financial control over financial reporting includes those policies and procedures that pertains to maintenance of records, provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

The Company's Board and Audit Committee reviews the adequacy and effectiveness of internal control systems, internal audit reports and legal compliances and provides guidance for further strengthening them. The Audit Committee reviews all quarterly and yearly financial results of the Company and recommends the same to the Board for its approval.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Act are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under Section 148(1) of the Act.

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading and Policy on Disclosure of Material Events/ Information which is applicable to all Directors and the Designated Employees of the Company. The Code lays down the guidelines, which advices on the procedures to be followed and disclosures to be made while dealing in shares of the Company and indicate the consequences of non-compliance. A copy of the Code has been put on the Company's website.

HUMAN RESOURCES

As a service Company, the Company's operations are heavily dependent on qualified and competent personnel. As on 31st March 2023, the total strength of the Company's permanent employees stood at 67 excluding casual & contract staff. Your Company takes significant effort in training all employees at various levels.

As per Regulation 34(2)(e) of SEBI Listing Regulations, a separate section on Management Discussion and Analysis Report highlighting the business of your Company forms part of the Annual Report. It, inter-alia, provides details about the economy, business, performance review of the Company's various businesses and other material developments during the year 2022-23 and is separately attached as Annexure C

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified under Section 197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendments thereof. The information containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The provisions pertaining to Corporate Social Responsibility (CSR) are not applicable to the Company.

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. The Company has constituted an Internal Complaints Committee as per Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Directors state that during the year under review, there were no cases filed pursuant to the above Act.

EMPLOYEES' STOCK OPTION PLAN 2022 (ESOP 2022)

The Nomination, Remuneration and Compensation Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Plan of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SEBI Regulations"). During the year under review, there was no change in the ESOP scheme of the Company. The Company has two operative Employee Stock Option Scheme i.e. Employees Stock Option Plan 2022 ("ESOP 2022"), Employee Stock Option Plan 2023 ("ESOP 2023") with an objective to reward the eligible employees for their performance in the Company and to share the wealth created by the Company with them. The above Schemes are in line with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SBEB Regulations"). The Company has obtained certificates from the Auditors of the Company stating that the Schemes have been implemented in accordance with the SBEB Regulations and the resolutions passed by the members. The details as required to be disclosed under the SBEB Regulations will be available on the website of the Company .

During the financial year under review, no applications was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year 2022-23.

MATERIAL CHANGES AND COMMITMENTS

There has been no change in the nature of business during the year. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

The Company continues to be in compliance with the RBI Directions.

Your Directors wish to express their grateful appreciation for the co-operation and continued support received from customers, shareholders, investors, parent Company, collaborators, vendors, financial institutions, banks, regulatory authorities and the society at large during the year. Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress