Cash UR Drive Marketing Limited Directors Report

Dear Members,

The Directors of your Company is presenting this 16 th Annual Report on the working of your Company together with the Audited Statements of Accounts for the financial year ended on 31 st March, 2025 and Auditors Report thereon.

1. FINANCIAL PERFORMANCE OF THE COMPANY

The Companys financial performance, for the year ended 31 st March, 2025 is summarized below:

(In lakhs)

Particulars	Year ended 31 st March, 2025	Year ended 31 st March, 2024
Turnover	13,932.39	10,188.55
Other Income	304.93	910.30
Total Income	14,237.32	11,098.85
Total Expense	11,856.68	9,486.63
Profit / (Loss) before taxation	2,380.18	1,612.22
Prior Period Items	(0.00)	(63.15)
Profit before extraordinary items and	2,380.63	1,549.07
tax
Less: Tax Expense
Current Tax	600.26	375.36
Deferred Tax	(2.09)	(11.93)
Preference Share Dividend	-	-
Profit / (Loss) after tax	1,782.46	1,185.64
Earnings/ (Loss) Per Equity Share	14.28	9.88

The highlights of the Companys performance for the financial year ended 31st March, 2025 are as under: -

1. Revenue from Operations increased from Rs. 10,188.55 lacs to Rs. 13,932.39 lacs during the year ended on 31 st March, 2025.

2. Your Company net profit has increased from Rs. 1185.64 lacs to Rs. 1782.46 lacs during the year ended on 31 st March,2025.

3. The Board of Directors is pleased to report that the performance of the Company during the financial year has been commendable. Despite a dynamic and competitive environment in the outdoor advertising industry, the Company has maintained a strong presence in key markets and achieved notable growth in both revenues and client acquisitions. Strategic investments in high-visibility locations, adoption of digital OOH (Out-of-Home) solutions, and long-term partnerships with reputed brands have significantly strengthened our market position.

We are optimistic about the future and firmly believe that the Company is well-positioned to capitalize on the growing demand for impactful and innovative advertising solutions. With increased urban development, rising consumer engagement with OOH media, and a shift toward digital formats, the sector presents tremendous opportunities. The Company will continue to focus on expanding its footprint, enhancing operational efficiency, and delivering value to clients and stakeholders. We thank our shareholders for their continued trust and look forward to a period of sustained growth and success.

2. THE STATE OF COMPANYS AFFAIRS

Our Company operates in the Out-of-Home (OOH) advertising industry, providing high-visibility advertising solutions across prime public locations such as billboards, bus shelters, metro stations, airports, and highways. The business model revolves around acquiring advertising rights from government bodies and private owners, which are then monetized by leasing the space to brands and media agencies. Revenue is primarily generated through rental income from short-term and long-term advertising campaigns. We cater to a wide range of industries including FMCG, real estate, automotive, telecom, and government sectors. In recent years, the Company has also begun integrating Digital Out-of-Home (DOOH) media, enabling dynamic, tech-enabled advertising solutions. With a scalable asset-light approach, strong client relationships, and growing demand for outdoor visibility, the business remains well-positioned for sustained growth and profitability.

3. INITIAL PUBLIC OFFERING (IPO)

The Board is pleased to inform the shareholders that the Company has made significant progress toward raising capital through an Initial Public Offering (IPO). During the year, the Company filed its Draft Red Herring Prospectus (DRHP) with the Securities and Exchange Board of India (SEBI), and the same is approved. This development marks a key milestone in the Companys growth journey and underscores our commitment to transparency, sound corporate governance, and long-term value creation for stakeholders. The proposed IPO aims to raise funds to support investments in technology, capital expenditure, working capital requirements, and other general corporate purposes. The Company remains committed to keeping all stakeholders informed of material developments as the process advances.

4. DIVIDEND

Your Company intends for long-term expansion plan thereby no dividend has been recommended by the Company for the financial year ended 31 st March, 2025.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There are no amounts required to be transferred by the Company to the Investor Education and Protection Fund in accordance with the provisions under section 125(2) of the Companies Act, 2013 and the rules made there under.

6. AMOUNTS CARRY TO ANY RESERVES

The Company did not make any transfer to the reserves during the financial year ended on 31 st March, 2025.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the financial year under review and up to the date of this report, there have been no material changes and commitments that have occurred which would affect the financial position of the Company. The financial statements have been prepared based on the existing operations and financial structure prevailing as of the reporting date.

However, the Board of Directors wishes to inform the shareholders that the Company is actively progressing toward raising capital through an SME Initial Public Offering (IPO). In this regard, the Draft Red Herring Prospectus (DRHP) has been duly filed with and approved by the Securities and Exchange Board of India (SEBI). This is a significant milestone in the Companys growth journey and reflects our strategic intent to access capital markets for funding future expansion and strengthening our operational capabilities.

In light of this development, certain financial and corporate decisions may be undertaken going forward, including but not limited to, investment in technology, expansion of business operations, working capital augmentation, and other general corporate purposes as outlined in the DRHP. These decisions may have a material impact on the financial position of the Company in subsequent periods. The Board assures all stakeholders that such actions will be carried out in full compliance with applicable regulatory frameworks, and any financial implications will be duly reflected in the books of accounts and disclosed in accordance with statutory requirements.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There being no any significant and material orders passed by the regulators, courts or tribunals against the company during financial year 2024-25, impacting the going concern status and companys operations in future.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rule, 2014 is annexed herewith as Annexure A.

10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

POLICY OF THE COMPANY

The Board of Directors has remained proactive in closely monitoring market trends, regulatory developments, and government policies relevant to the Companys business operations. This approach enables the Company to anticipate potential challenges and mitigate emerging risks in a timely manner. By staying well-informed and responsive to external developments, the Board

ensures that the Company is better positioned to navigate uncertainties and protect its long-term interests. The Company remains fully committed to maintaining a robust and dynamic risk management framework that is aligned with its strategic goals and compliant with all applicable regulatory requirements, thereby safeguarding the interests of its shareholders and other stakeholders. The Risk management policy can be accesses on the Companys Website at the link:

11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE

SOCIAL RESPONSIBILITY (CSR)

The Companys CSR activities are primarily done through NGOs. The CSR Committee of the Board of Directors has been formed comprising of three directors with Chairman being Independent Director. CSR Committee has framed and formulated a CSR Policy indicating the activities to be undertaken by the Company, in accordance with schedule-VII of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 issued under the Act. The same has also been approved and reviewed from time to time by the Board. The updated CSR policy is available at the website of the Company at https://www.thecrayonsnetwork.com. The Annual Report FY 2024-25 on CSR Activities, as stipulated under the Act forms an Integral part of this Report and is appended as

Annexure-B.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF

THE COMPANIES ACT,2013

Your Company has made Investment, Guarantee or given any Loans under Section 186 of the Companies Act, 2013. Further, if any loans, guarantees and investments are made by the Company otherwise of the provision of Section 186 of the Act, the same is properly disclosed in notes of the Financial Statements.

13. EXTRACT OF THE ANNUAL RETURN (WEBSITE):

The Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 2013 (the Act) in form MGT-7 is made available on the website of the Company and can be accessed at https://www.cashurdrive.com/ under the investor column.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO

IN SECTION 188

Your Company has conducted transactions with related parties in the ordinary course of business. All such transactions, as defined under Section 2(76) of the Companies Act, 2013, have been carried out on an arms length basis. However, certain transactions that were not executed at arms length pricing have been disclosed in Form AOC-2 . The detailed disclosures of related party transactions are provided in the accompanying financial statements. In compliance with the provisions of Section 134(3)(h) of the Companies Act, 2013, Form AOC-2 is annexed hereto as Annexure C .

15. EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE

REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS

The observations made by the auditors in their report are self-explanatory and, in the opinion of the Board of Directors, do not necessitate any further explanation or comment. The Auditors Report is free from any qualifications, reservations, or adverse remarks. However, the auditors have highlighted certain matters that require the managements attention, which have been duly noted in the audit report. The management has acknowledged these points, and the Board has reviewed and is overseeing the implementation of appropriate corrective measures.

16. EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, PESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The provisions relating to submission of Secretarial Audit Report is not applicable to the Company. Hence need not to report.

17. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE

YEAR

As on 31st March, 2025, there are 5 (Five) Directors in your Company. The detail is as under:

Name	DIN/PAN	Category	Designation
1. Raghu Khanna	02496328	Executive	Managing Director & Chairman
2. Parveen K Khanna	02630636	Executive	Whole time Director
3. Bhupinder Kumar Khanna	08709872	Non-Executive	Director
4. Alok Nigam	02973269	Non-Executive	Independent Director
5. Vivek Deorao Talmale	10791763	Non-Executive	Independent Director

None of the directors are disqualification under section 164 of Companies Act, 2013.

The Board of Directors proposed a change in the designation of Mr. Raghu Khanna to Managing Director and Mr. Parveen K. Khanna to Whole-Time Director , subject to the approval of the members. The proposal was placed before the shareholders at the Extra Ordinary General Meeting held on 06th April 2024 , and the members duly accorded their consent for the change in designation of both Directors.

During the year under review, Mr. Alok Nigam and Mr. Vivek Deorao Talmale were appointed as Non-Executive Independent Directors , thereby strengthening the governance framework of the Company.

Further, in terms of the appointment of Key Managerial Personnel:

Mr. Rajat Singhal was appointed as the Chief Financial Officer (CFO) of the Company with effect from 18th February 2025 .

Ms. Shefali Kesarwani was appointed as the Company Secretary of the Company with effect from 16th November 2024 .

These appointments are expected to further enhance the leadership and compliance framework of the Company.

18. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination & Remuneration Policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and Senior Management Personnel is available under investor relations section on the Companys website and also attached as Annexure-D . Further, the Company also has a Board Diversity Policy to assure that the Board is fully diversified and comprises of an ideal combination of Executive and Non-Executive Directors, including Independent Directors, with diverse backgrounds.

19. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has an adequate internal financial control and risk mitigation, which are constantly assessed and strengthened with new/revised standard operating procedures commensurate with its size and the nature of its business. During the year, no reportable weakness in the operations and accounting were observed and your company has adequate internal financial control with reference to its financial statements.

20. PARTICULARS OF EMPLOYEES:

Details of the top ten employees in terms of remuneration drawn, as required under the provisions of Section 197 of the Act, read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure-E . The ratio of remuneration of each Director and Key Managerial Personnel to the median of employees remuneration, the percentage increase in remuneration, as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-E. Further, there are no employees posted and working outside India and drawing salary in excess of the prescribed limits under the above Rules and accordingly, the statement included in this Report does not contain the particulars of employees who are posted and working outside India.

21. SECRETARIAL STANDARDS

Your Company is followed applicable Secretarial Standards i.e., SS-1 and SS-2 as issued by the Institute of Company Secretaries of India (ICSI) relating to Meetings of the Board of Directors and General Meetings respectively, during the financial year ended on 31 st March, 2024.

22. DETAILS OF SUBSIDIARY / JOINT VENTURE AND ASSOCIATES COMPANIES

Your Company have not any Subsidiary / Joint Venture or Associates Company during the year 2024-25. Also, during the year under review and till the date of report, the Company has not acquired or formed any new subsidiary, associate or joint venture.

23. CONSOLIDATED FINANCIAL STATEMENTS

Your Company have not any Subsidiaries / Joint Venture or Associates Company during the financial year 2024-25 therefore the requirement of preparing Consolidated Financial Statements as required under Sub-Section (3) of Section 129 of Companies Act, 2013 is not applicable on your company.

24. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

Your Company has not revised its Financial Statement or Report of Director after its finalization. Therefore, your company has not required any approval from the tribunal. And there is no any such kind of revision in the current year also.

25. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct. It provides direct excess to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle

Blowers are accorded complete protection from any kind of unfair treatment or victimization. The Whistle Blower policy can be accesses on the Companys Website at the link: https://firebasestorage.googleapis.com/v0/b/financial-data-9ad4b.appspot.com/o/newPolicy%2Fwhistle%20blower%20policy%20(1).pdf?alt=media&token=0c 58dadd-9c2f-4938-9465-40489251b27e

26. AUDIT COMMITTEE

Your Company has constituted the Audit Committee according to section 177 of the Companies Act, 2013 and the rules made there under.

27. DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE

OF CONDUCT

The Company received declarations from Independent Directors in accordance with Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013.

28. SECRETARIAL AUDIT REPORT

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the rules made there under, your company is not required Secretarial Audit, So, as prescribed provisions of this Section are not applicable on your company.

29. REPORTING ON FRAUD

During the financial year under review, there was no instance of fraud are noticed by the Statutory Auditors in the Company which is reportable to the Audit Committee, Board of Directors or further reportable to the Central Government.

30. STATUTORY AUDITORS

M/s Khurana Sharma and Co., Chartered Accountant (F. R. No. 010920N), having address as 1299, Sector 15 B, Chandigarh 160015, has been appointed as statutory auditors of the Company in the Annual General Meeting held on 30.09.2022 for the period of five years until the conclusion of Annual General Meeting to be held in 2027.

Pursuant to the amendment to section 139 of the Companies Act, 2013 effective from 7 th May, 2018, ratification by the shareholders every year for appointment of Statutory Auditors is no longer required.

31. DEPOSITS

Your Company has neither accepted nor renewed any deposits covered under Chapter V of the Companies Act,2013 during the financial year 2023-24. Therefore, the details in regard to deposits need not required. Your company does not have any deposits which are in contradiction of Chapter V of the Act.

32. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its employees. There exist at the group level an Internal Complaint Committee (ICC) constituted under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The company is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC. During the year under review, no complaints were filed with the Committee under the provisions of the said Act in relation to the workplace/s of the Company. Prevention of Sexual Harassment Policy can be accesses on the Companys Website at the link: https://firebasestorage.googleapis.com/v0/b/financial-data-9ad4b.appspot.com/o/newPolicy%2Fprevention%20of%20sexual.pdf?alt=media&token=aa a77338-8671-43f5-94da-acf851390e59

Your Company has not received any complaints on sexual harassment during the financial year 2023-24.

33. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND GENERAL MEETINGS

The Board of Directors duly met 21 times during the financial year 2024-25:

S. No.	Date of meeting (DD/MM/YYYY)	Total Number of directors as on the date of meeting	Attendance Number of directors attended	% of attendance
1	08/04/2024	3	3	100.00
2	20/05/2024	3	3	100.00
3	28/05/2024	3	3	100.00
4	14/06/2024	3	3	100.00
5	20/06/2024	3	3	100.00
6	17/07/2024	3	3	100.00
7	18/07/2024	3	3	100.00
8	30/07/2024	3	3	100.00
9	02/09/2024	3	3	100.00
10	25/09/2024	3	3	100.00
11	28/10/2024	3	3	100.00
12	05/11/2024	5	3	60.00
13	07/11/2024	5	3	60.00
14	08/11/2024	5	5	100.00
15	18/11/2024	5	5	100.00
16	28/11/2024	5	3	60.00
17	16/12/2024	5	3	60.00
18	15/01/2025	5	5	100.00
19	21/01/2025	5	5	100.00
20	18/02/2025	5	5	100.00
21	05/03/2025	5	5	100.00

During the year there are 9 General Meetings of the shareholders, as per below detail

Type of meeting	Date of meeting (DD/MM/YYYY)	Total Number of Members entitled to attend meeting	Number of members attended	% of total shareholding
Extraordinary General Meeting	06/04/2024	7	7	100
Annual General Meeting	24/09/2024	7	7	100
Extraordinary General Meeting	16/05/2024	7	7	100
Extraordinary General Meeting	16/07/2024	7	7	100
Extraordinary General Meeting	18/10/2024	7	7	100
Extraordinary General Meeting	20/12/2024	7	7	100
Extraordinary General Meeting	23/07/2024	7	7	100
Extraordinary General Meeting	27/11/2024	7	7	100
Extraordinary General Meeting	30/04/2024	7	7	100

34. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts, for the financial year ended 31 st March, 2025 the applicable accounting standards have been followed by the company along with proper explanation relating to material departure.

2. The Directors 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 31 st March, 2025 and of the Profit of the Company for that financial year ended on 31 st March,2025.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts of the Company for the financial year ended 31 st March, 2025 on a going concern basis.

5 That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

35. CODE FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code for Prohibition of Insider Trading, under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, which lays down the process of trading in securities of the Company by the employees, designated persons and connected persons and to regulate, monitor and report trading by such employees and connected persons of the Company either on his/her own behalf or on behalf of any other person, on the basis of unpublished price sensitive information. The Company reviews the policy on need basis. The Code for Prohibition of Insider Trading is available on the website of the Company at the link:

36. DETAILS OF APPLICATION/ANY PROCEEDING PENDING UNDER THE INSOLVENCY

AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year ended on 31 st March, 2024.

37. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF

ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

Your Company has not done any One Time Settlement (OTS) with any Banks or Financial Institutions or with any other lenders during the financial year ended on 31 st March, 2025. Hence no disclosure is required under this clause.

38. INDUSTRIAL RELATIONS

During the year under review, Industrial relations throughout the year continued remained very cordial and satisfactory. Additional efforts are continued to be implemented with a view to obtain commitment and loyalty towards the organization.

39. MATERIAL EVENTS OCCURRING AFTER THE CLOSURE OF FINANCIAL YEAR BUT BEFORE

SIGNING OF BOARD REPORT

Some of the material events occurred after the closure of Financial Year but before signing of this Board Report

Constitution of Audit Committee, NRC, Stakeholder Relationship Committee & CSR

Committee

Appointment of Independent Directors, Chief Financial Officer & Company Secretary Filling of Draft Red herring prospectus to NSE Merge.

40. ACKNOWLEDGEMENTS

Your directors would like to express their appreciation for the assistance and co-operation received from Companys Bankers, Financial Institutions, Vendors, Shareholders and other agencies and associates of the Company. They also place on record their appreciation for the contribution and efforts made by the employees at all levels to the Operation of the Company.

CASH UR DRIVE MARKETING LIMITED
(Raghu Khanna)	(Parveen K Khanna )
Managing Director	Whole Time Director
DIN:02496328	DIN:02630636
Address: S-418, Third Floor, Greater Kailash-2,	Address: 3010, Sector 28-D
Greater Kailash, South Delhi, Delhi-110048	Chandigarh-160002
Date: 28/06/2025
Place: Chandigarh