Dated: 8th August, 2022

To,

Listing Department

National Stock Exchange of India

Exchange Plaza, Bandra-Kurla Complex,

Bandra (E), Mumbai -400051

Symbol- TOUCHWOOD

ISIN- INE486Y01013

Series- EQ

Sub:- Outcome of Board Meeting

Ref: Regulation 30 (read with Part A of Schedule III) and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Dear Sir/Ma'am,

Pursuant to Regulation 30 (read with Part A of Schedule III) and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, we are pleased to inform you that the Board of Directors of the Company, at its meeting held today i.e. the 8th of August, 2022, which commenced at

11 A.M. and concluded at 1:15 P.M. considered and approved, inter alia, the following items of business:

  1. Un-AuditedFinancial Results, both Standalone & Consolidated, for the quarter ended 30th June, 2022 of the Company as recommended by the Audit Committee and also, taken on record the Limited Review Reports issued on such financial results by the Statutory Auditors of the Company.
    Further, pursuant to the Regulation 33 of the Listing Regulations, we enclose herewith a copy of the Un- Audited Standalone & Consolidated Financial Results and Limited Review Reports issued by Statutory Auditors of the Company in "Annexure A".
  2. Re-appointmentof Mr. Manjit Singh as Managing Director of the Company
    The Board has approved the re-appointment of Mr. Manjit Singh (DIN: 00996149) as Managing Director (designated as Chairman and Managing Director) of the Company, for a period of 5 years w.e.f. the 10th August, 2022, subject to the approval of the members in the ensuing 25th Annual General Meeting of the Company. Mr. Manjit Singh is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority. A brief profile of Mr. Manjit Singh is enclosed herewith and marked as "Annexure B".
  3. Re-appointmentof Mr. Vijay Arora as Whole-Time Director of the Company
    The Board has approved the re-appointment of Mr. Vijay Arora (DIN: 00996193) as Whole-Time Director (designated as Whole-Time Director) of the Company, for further period of 5 years w.e.f. the 10th August, 2022, subject to the approval of the members in the ensuing 25th Annual General Meeting of the Company. Mr. Vijay Arora is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority. A brief profile of Mr. Vijay Arora is enclosed herewith and marked as "Annexure C".
  1. Re-appointmentof Mr. Michael Anthony Cruz as Independent Director:
    The Board has approved the re-appointment of Mr. Michael Anthony Cruz (DIN: 06542172) as Independent Director of the Company, for further period of 5 years w.e.f. the 6th September, 2022, subject to the approval of the members in the ensuing 25th Annual General Meeting of the Company. A brief profile of Mr. Michael Anthony Cruz is enclosed herewith and marked as "Annexure D".
  2. Re-appointmentof Mr. Vijay Kumar Pugalia as Independent Director:
    The Board has approved the re-appointment of Mr. Vijay Kumar Pugalia (DIN: 06648947) as Independent Director of the Company, for further period of 5 years w.e.f. the 6th September, 2022, subject to the approval of the members in the ensuing 25th Annual General Meeting of the Company. A brief profile of Mr. Vijay Kumar Pugalia is enclosed herewith and marked as "Annexure D".
  3. Re-appointmentof Mr. Manjeet Singh Saini as Independent Director:
    The Board has approved the re-appointment of Mr. Manjeet Singh Saini (DIN: 07047497) as Independent Director of the Company, for further period of 5 years w.e.f. the 6th September, 2022, subject to the approval of the members in the ensuing 25th Annual General Meeting of the Company. A brief profile of Mr. Manjeet Singh Saini is enclosed herewith and marked as "Annexure D".
  4. Re-appointmentof Mrs. Paruldeep Kaur as Independent Director:
    The Board has approved the re-appointment of Mrs. Paruldeep Kaur (DIN: 07929605) as Independent Director of the Company, for further period of 5 years w.e.f. the 6th September, 2022, subject to the approval of the members in the ensuing 25th Annual General Meeting of the Company. A brief profile of Mrs. Paruldeep Kaur is enclosed herewith and marked as "Annexure D".
  5. Alteration of Articles of Association of the Company
    Pursuant to the provisions of Section 14 and other applicable provisions of the Companies Act, 2013 and rules made thereunder and subject to the approval of the members in the ensuing 25th Annual General Meeting of the Company, and of the Registrar of Companies (Delhi), the Board accorded its approval to alter the Articles of Association of the Company by replacing and substituting the following Article 98 thereof:

98. At the Annual General Meeting of the Company to be held in every year, such number of Directors as required under the Act shall be liable to retire by rotation, and will be eligible for re-election.

A draft copy of the AOA of the Company with the proposed alteration, as aforesaid, would be available for inspection at the Registered Office of the Company during business hours on any working day, upto the date of the AGM and during the AGM.

9. The 25th Annual General Meeting of the Company is scheduled to be held on Wednesday, 28th September, 2022 at 4 PM through Video Conferencing (VC).

  1. Register of Members and the Share Transfer Books of the Company will remain closed from Thursday, 22nd September, 2022 till Wednesday, 28th September, 2022 (both days inclusive) for the purpose of determining the entitlement of shareholders who will be eligible to receive the payment of final dividend for the FY 2021-22. Upon receipt of approval of the members of the Company at the ensuing Annual General Meeting of the Company, final dividend shall be paid to the eligible shareholders within a period of 30 days of declaration.
  2. Appointment of M/s Advitiya Vyas & Company, Practicing Company Secretaries, as the scrutinizer for E-Voting and other related work to be undertaken at the 25th Annual General Meeting of the Company. A brief profile of M/s Advitiya Vyas & Company is enclosed herewith and marked as "Annexure E".
  3. The Board of Directors have taken on record the National Stock Exchange of India letter dated 14th July, 2022 vide ref no. NSE/LIST-SOP/COMB/FINES/0547 with regard to non-compliance of Listing Regulation 23(9). It was noted that such inadvertence be avoided in future and the Compliance Officer was asked to be more careful.
    In compliance with regulation 46(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the above information will be made available on the Company's www.touchwood.in
    You are requested to take note of the same. Thanking You,
    Yours Faithfully,
    For Touchwood Entertainment Limited
    Ashima Arora
    Company Secretary & Compliance Officer
    Encl.: As above

Annexure A

Touchwood Entertainment Limited

CIN:L92199DL1997PLC088865

Plot No. 645, Near EPT Block, Sarojini Nagar, New Delhi-110023

Statement of Unaudited Standalone Financial Results for the Quarter Ended 30th June, 2022

(Amount in INR lakhs, except per equity share data)

S.No.

Particulars

For the Year Ended

30th June 2022

31st March 2022

30th June' 2021

31st March' 2022

(Unaudited)

*Unaudited (Refer Note-

(Unaudited)

(Audited)

7)

1

Revenue from Operations

574.59

963.86

43.14

2,662.36

2

Other Income

0.00

0.00

0.01

15.74

3

Total Revenue (1+2)

574.59

963.86

43.15

2,678.09

  • Expenses:

Employees Benefits Expenses

46.58

36.10

49.42

201.75

Financial Costs

3.19

1.21

1.76

12.20

Depreciation & Amortization Expense

13.49

14.62

15.02

57.55

Other Expenses

468.40

772.97

26.71

2,127.77

Total Expenses

531.66

824.89

92.91

2,399.27

5

Profit before exceptional and tax (3-4)

42.93

138.97

(49.76)

278.83

6

Exceptional Items -

46.31

(1.72)

2.27

17.29

7

Profit before tax (5-6)

89.24

137.25

(47.49)

296.12

  • Tax Expenses:

(1)

Current Tax

11.69

31.03

-

81.55

(2)

Past Period Tax

-

-

-

1.21

(3)

Deferred Tax

-

(2.38)

-

(2.38)

9

Profit(Loss) for After Tax (7-8)

77.55

108.59

(47.49)

215.73

10

Other Comprehensive Income

A

(i) Item that will not be reclassified to Profit & Loss

-

17.59

-

17.59

(ii) Income tax relating to items that will not reclassified to Profit & Loss

-

-

-

-

B

(i) Item that will be reclassified to Profit & Loss

-

-

-

-

(ii) Income tax relating to items that will be reclassified to Profit & Loss

-

-

-

-

11

Total Comprehensive Income for the Periods/Year (9+10)

77.55

126.19

(47.49)

233.33

12

Paid Up Equity Capital (Face Value of Rs. 10)

1,018

1,018

1,018

1,018

13

Other Equity

554.22

14

Earning per share

(1)

Basic (in Rs.)

0.76

1.24

(0.47)

2.29

(2)

Diluted (in Rs.)

0.76

1.24

(0.47)

2.29

Notes:

  • The Unaudited Financial Results for the quarter ended 30th June 2022 have been taken on record by the Board of Directors as at meeting held on 8th August 2022.
  • The Financial Results are prepared in accordance with the Indian Accounting Standrads (Ind-AS) as pescribed under section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accouting Standrads) Rules 2015 and Companies (Indian Accounting Standrads) Amendment rules, 2016
  • The above Financial Results are reviewed by the Audit Committee and approved by the Boards of Directors at their respective meeting held on 8th August 2022.
    4 Figures have been regrouped and rearranged wherever considered necessary in order to make them comparable with those of the current period 5 Company operates in single segment and the results pertain to a single segment.
    6 The Unaudited Financial Results for the quarter ended 30th June 2022 are reviewed by the statutory auditors of the company as per Regulation 33 SEBI (Listing obligation and disclosure) Regulation, 2015
    7 *The figures for the quarter ended 31st March 2022, are the balancing figures between the audited figures in respect of the full financial year upto 31st March 2022 and the published year to date figures up to December 31, 2021 being the date to the third quarter of the financial year which were subject to limited review.

For and on Behalf of the Board of Directors

Touchwood Entertainment Limited

Manjit Singh

(Managing Director)

Place: New DehiDIN:00996149

Date: 08.08.2022

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