To the Members,

The Directors have pleasure in presenting the Boards' Report of the Company for FY 2024-25 together with the Audited Statements of Accounts for the year ended 31^st March, 2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31^st March, 2025 has been as under:

(Rs. In Lakhs)

2. REVIEW OF OPERATIONS:

The total revenue of the Company for the financial year 2024-25 was Rs. 1271.19 lakhs as against Rs. 2.77 Lakhs for the previous financial year. The Company recorded a net profit of Rs. 260.22 Lakhs for the financial year 2024-25 as against the net loss after tax of Rs. 6.44 lakhs for the previous year.

3. DIVIDEND:

Considering the overall business requirements, your directors have not recommended dividend for the Financial Year 2024-25. The management believes that conserving financial resources will enhance the ability to take advantage of lucrative business opportunities.

4. BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS:

The information on Company's affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.

5. RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not transferred any amount to general reserves account of the company during the year under review.

The Closing balance of reserves, including retained earnings, of the Company as at March 31^st 2025 is Rs.1733.62 Lakhs.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and up to the date of Board's Report there was change in the nature of Business. The Company has expanded its business to include sports-related activities.

7. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting financial position of the Company between 31^st March 2025 and the date of Board's Report. (i.e., 04.08.2025) except as mentioned below

a. Allotment of 1,41,85,000 equity shares of Rs. 10/- each at an issue price of Rs. 20/- each (including a premium of Rs. 20/- each) to promoters and non-promoters on preferential basis. This has resulted in increase in paid-up capital of the Company from 19,65,70,000/- to Rs. 33,84,20,000/-.

b. The Company has entered into a License agreement with World Tennis Company DWC-LLC (WTL). Under the Agreement, WTL grants the Company a license to conduct, organize and operate an international Tennis League in India, including all matches, player auctions, ceremonies, and events. The League will feature multiple teams owned by franchises and may include both Indian and international players, as determined by WTL.

c. The Company has entered into a Memorandum of Understanding with GAME CHANGERS FZCO, a free zone company registered under the Dubai Integrated Economic Zones Authority (DIEZA), United Arab Emirates. Under the MoU, the Parties entered into a mutually beneficial arrangement pursuant to which ICONIK SPORTS shall promote the ‘South Africa Champions' team (“Team”) during the Season 3 of the League, and GAME CHANGERS shall promote ICONIK SPORTS and the League during the 2025 season of World Championship of Legends (“WCL”).

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

9. MAINTENANCE OF COST AUDIT:

Maintenance of cost records is not required for the company pursuant to sub-section (1) of section 148 of the Companies Act, 2013, such accounts and records are not being maintained.

10. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY AND CHANGES THEREON:

As on 31.03.2025, the Authorized Share Capital of the Company stands at Rs. 36,00,00,000/- (Rupees Thirty- Six Crores only) divided into 3,60,00,000 (Three Crore Sixty Lakhs only) equity shares of face value Rs. 10/- (Rupees Ten Only) each and the Paid-up Share Capital of the Company stands at Rs. 19,65,70,000/- (Rupees Nineteen Crores Sixty-five Lakhs Seventy thousand only) divided into 1,96,57,000 (One Crore Ninety-Six Lakhs Fifty-seven thousand only) equity shares of face value Rs. 10/- (Rupees Ten Only) each

The following changes in Authorised and Paid-up share capital during the year and subsequent to the year are as follows:

Subsequent to the said increase in Paid up capital pursuant to pref allotments, as on date the Paid-up Share Capital of the Company stands at Rs. 33,84,20,000/- divided into 3,38,42,000 equity shares of face value Rs. 10/- (Rupees Ten Only) each

11. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

12. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

13. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL

As on date of this report, the Company has 4 Directors, out of which two are Independent and one executive and one non-executive Director.

a) Appointment/Re-appointment/Resignation of Directors/KMP of the Company

• Mrs. Chitrapavai Kannan, Non-Executive Director of the Company, resigned with effect from 29.05.2025.

• Mr. Pravin Vallabhdas Rajdev, Non-Executive Independent Director of the Company, resigned with effect from 29.05.2025.

• Mr. Himanshu Lohiya, Non-Executive Independent Director of the Company, resigned with effect from 29.05.2025.

The Board places on record its appreciation towards valuable contribution made by them during their tenure as Directors of the Company.

• Mr. Kannan Krishnan Naiker was re-appointed as Managing Director of the Company with effect from 02.09.2024.

• Ms. Sivani Kannan Naiker was appointed as an additional (category - Non-Executive) Director of the Company with effect from 29.05.2025.

• Mr. Cholapadi Ramanujam Rajkanth was appointed as an additional (category - Non-Executive Independent) Director of the Company with effect from 29.05.2025.

• Mr. Murli Venkataraman was appointed as an additional (category - Non-Executive Independent) Director of the Company with effect from 29.05.2025.

In compliance with Sec. 134 of Companies Act, 2013 read with Rule 8 (5)(iii)(a) of Companies (Accounts) Rules, 2014, the Board has found above mentioned persons to be proficient enough to be on the Board of the company and trust their integrity, expertise and experience as member of the Board would be of value to the company.

b) Key Managerial Personnel:

• Mr. Shishir Asharam Pasi was appointed as a Chief Executive Officer of the Company with effect from 14.11.2024.

• Mr. Mohammed Fehzan Chiipa, Company Secretary and Compliance Officer of the Company resigned with effect from 02.01.2025.

• Ms. Prachi Karwa was appointed as a Company Secretary and Compliance Officer of the Company with effect from 02.01.2025.

Following signatories were Key Managerial Personnel during the financial year 2024-25:

• Mr. Kannan Krishnan Naiker, Managing Director of the company.

• Mr. Abhishek Sushil Morarka, CFO of the Company

• Mr. Sishir Asharam Pasi, CEO of the company (Appointed w.e.f. 14.11.2024)

• Mr. Mohammed Fehzan Chiipa, Company Secretary and Compliance Officer of the company (Resigned w.e.f. 02.01.2025)

• Ms. Prachi Karwa, Company Secretary and Compliance Officer of the company (Appointed w.e.f. 02.01.2025)

14. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from all the Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and under regulation 16(1)(b) read with regulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

The Independent Directors have also confirmed that they have complied with Company's Code of Conduct. In terms of Regulations 25(8) of the 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.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

15. BOARD MEETINGS:

The Board of Directors duly met ten (10) times during the year on 09.05.2024, 06.08.2024, 02.09.2024, 13.11.2024, 02.01.2025, 18.01.2025, 25.01.2025, 13.02.2025, 22.02.2025 and 06.03.2025 and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

16. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors was conducted on 13.02.2025 to evaluate the performance of non-independent directors, the board as a whole and the Chairman of the Company, taking into account the views of executive directors and non-executive directors.

The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

17. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars 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 is appended as Annexure-1 to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure 2

During the year, NONE of the employees (excluding Executive Directors) has drawn a remuneration of Rs. 1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

18. DIRECTOR'S RESPONSIBILITY STATEMENT:

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

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

b) The Directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

19. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment.

The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

20. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2024-25, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

21. CEO/ CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification on the financial statements under Regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2024-2025 is given as Annexure-7 in this Annual Report.

22. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company does not have any Subsidiaries/Associates/Joint Ventures.

23. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

The Company does not have any Subsidiaries/Associates/Joint Ventures.

24. CONSOLIDATED FINANCIAL STATEMENTS

The Company does not have any Subsidiaries/Associates/Joint Ventures.

25. DETAILS RELATING TO DEPOSITS:

The Company has not accepted any public deposits during the Financial Year ended March 31, 2025 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

26. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2025, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year under review.

28. RELATED PARTY TRANSACTIONS:

All the related party transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders.

Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Company's financial statements in accordance with the Accounting Standards.

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. During the financial year 2024-25, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature

The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed and approved by the Audit Committee and the Board of Directors on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arm's length basis and in the ordinary course of business

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-3 to this report.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy: Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilising alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption are not applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

30. COMMITTEES:

(I) . AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchange(s) read with Section 177 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

(II) . NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchange(s) read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchange(s) read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY)

The provisions of Corporate Social Responsibility u/s 135 of Companies Act, 2013 are not applicable to the Company.

32. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company promotes ethical behaviour and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may report their genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company .

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

34. STATUTORY AUDITORS AND THEIR REPORT THEREON:

At the Annual General Meeting held on 29.09.2021, the shareholders of the Company approved the appointment of M/s. D G M S & Co, Chartered Accountants, Mumbai as Statutory Auditors of the company for the term of 5 years from the financial year 2020 -2021 onwards on such terms and conditions and remuneration as may be decided by the Board. M/s D G M S & Co. will continue as statutory auditors of the company till the conclusion of Annual General Meeting to be held for the financial year 2025-2026.

The Auditors' Report for fiscal 2025 does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for both Standalone and Consolidated audited financial results of the Company for the Financial Year ended March 31, 2025 from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

35. SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. Vivek Surana & Associates, Practicing Company Secretaries (CP No. 12901) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2025.

The Secretarial Audit was carried out by M/s. Vivek Surana & Associates, Practicing Company Secretaries (CP No. 12901) for the financial year ended March 31, 2025. The Report given by the Secretarial Auditor is annexed herewith as Annexure-4 and forms integral part of this Report.

Observations in the Secretarial Audit Report:

It has been observed that 100% of the promoter shareholding is not is dematerialized form.

Management's comment:

One of the shareholders belonging to the promoter group is in the process of dematerializing the shares.

M/s. Vivek Surana & Associates, Practicing Company Secretaries, was appointed as Secretarial auditors from FY 2025-26 to 2029-30 in the Board meeting held on 29.05.2025, subject to the approval of the members in the Annual General Meeting.

36. ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated 29.05.2025, given by M/s. Vivek Surana & Associates, Practicing Company Secretary, submitted to Stock Exchange(s) within 60 days of the end of the financial year.

37. INTERNAL AUDITORS:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company on a yearly basis by M/s. R Bangaruswamy & Co., the Internal Auditor of the Company for FY 2024-25.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

The Board has re-appointed by M/s R Bangaruswamy & Co, Chartered Accountants, Mumbai as Internal Auditors for the Financial Year 2025-26.

38. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

39. DECLARATION BY THE COMPANY

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as on March 31, 2025.

40. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company

41. DISCLOSURE ABOUT COST AUDIT:

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.

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as Annexure-5 to this report.

In terms of Regulations 25(8) of the 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.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, for the purpose of attending meetings of the Board of Directors and Committee(s).

43. FAMILIARISATION PROGRAMMES:

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Company's website

44. INSURANCE:

The properties and assets of your Company are adequately insured.

45. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance duly audited is appended as Annexure-6 for information of the Members. A requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

46. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

47. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015. In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached as part of Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

48. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Committee (IC) has not been constituted since there are less than 10 employees in the Company.

50. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

51. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

52. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

53. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

54. EMPLOYEE STOCK OPTION SCHEME:

During the year under review, your Company has not implemented any Employee Stock Option Scheme during the financial year.

55. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website.

56. EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares (including sweat equity shares) to employees of the Company: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares:

During the year under review, the company has approved the issue of 2,37,29,362 equity shares of Rs. 10/- each at an issue price of Rs. 20/- (including premium of Rs. 10/-) to promoters and non-promoters on preferential basis. The company received in-principle approval for the said issue from BSE Limited on 10.01.2025. Pursuant to the approval, the Board, in its meeting held on 18.01.2025 and 25.01.2025 allotted 1,82,69,000 and 1,38,000 equity shares of Rs. 10/- each at an issue price of Rs. 20/- (including premium of Rs. 10/-) respectively to promoters and non-promoters on preferential basis for cash consideration.

Further, the company has approved the issue of 1,54,35,000 equity shares of Rs. 10/- each at an issue price of Rs. 20/- (including premium of Rs. 10/-) to promoters and non-promoters on preferential basis. The company received in-principle approvals for the said issue from BSE Limited on 17.04.2025. Pursuant to the approval, the Board, in its meeting held on 30.04.2025 allotted 1,41,85,000 equity shares of Rs. 10/- each at an issue price of Rs. 20/- (including premium of Rs. 10/-) respectively to promoters and non-promoters on preferential basis for cash consideration.

57. CHANGE IN NAME OF THE COMPANY

During the year under review, there was no change in the name of your company. Subsequent to 31.03.2025, the name of your company was changed from ID Info Business Services Limited to Iconik Sports and Events Limited with effect from 15.04.2025.

58. CHANGE IN OBJECTS OF THE COMPANY

During the year under review, there was change in the objects of the company. The Shareholders in its Extra Ordinary General meeting held on 14.12.2024, altered the objects of the company by adding new sub clauses 4 & 5 to existing clause III (A) of the Memorandum of Association of the Company. The Company's additional object includes to carry on the business of organizing, managing, promoting, and conducting sports leagues, tournaments, and events across various sports disciplines, including but not limited to Padel, Tennis, Cricket and other related activities.

59. CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the year under review, the Board of Directors in its meeting held on 22.02.2025 has changed its registered office from Unit No 103,104,1st Floor, Mahinder Chembers WT Patil Marg, Opp. Dukes Factory, Chembur, Thane, Mumbai, Maharashtra, India, 400071 to Unit No. 104, 1st Floor, Mahinder Chambers, W.T. Patil Marg, Chembur, Mumbai - 400071.

60. ACKNOWLEDGEMENTS:

Your directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your directors also thank the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL and Bankers for their continued support for the growth of the Company.

For and on behalf of the Board Iconik Sports and Events Limited (formerly known as ID Info Business Services Limited)