Cranex Ltd Directors Report

TO, THE MEMBERS,

The Directors have pleasure in presenting the 49th Annual Report on the business and operations of the Company together with the financial results for the period ended 31st March, 2024.

FINANCIAL RESULTS

Financial results are presented in the table below:

(Amount in lac)

Particulars	Standalone		Consolidated
	31-03-2024	31-03-2023	31-03-2024	31-03-2023
Revenue from operation	6211.41	4137.75	6211.41	4137.75
Other Income	101.17	46.9	101.17	46.9
Total Revenue	6312.58	4184.66	6312.58	4184.66
Less: Total Expenses	6095.74	4058.97	6095.74	4058.97
Profit before Exceptional and Extra ordinary items & tax	216.83	125.69	216.83	125.69
Less: Exceptional Items
Less: Extraordinary Items
Profit or Loss before Tax	216.83	125.69	216.83	125.69
Less:
(a) Current tax expense for current year	50.95	23.5	50.95	23.5
(b) Deferred tax	0.51	36.66	0.51	36.66
(c) Prior Period Tax	13.49	3.57	13.49	3.57
Share in Profit/Loss (of Associates)			-2.04	-5.53
Profit or Loss After Tax	151.88	61.95	149.84	56.42

STATE OF AFFAIRS AND OUTLOOK

The financial statements have been prepared as per the IND-AS prescribed by the Institute of Chartered Accountants of India (ICAI).

Standalone Financials: During the year under review, your Company has achieved a turnover of Rs. 6312.58 Lakhs against Rs. 4184.66 Lakhs during previous year. The Company reported a Net Profit of Rs. 151.88 Lakhs as against Rs. 61.95 Lakhs earned during previous year.

Consolidated Financials: During the year under review, your Company has achieved a consolidated turnover of Rs. 6312.58 Lakhs against Rs. 4184.66 Lakhs during previous year. The Company reported a Net profit of Rs. 149.84 Lakhs against Rs. 56.42 Lakhs during previous year. However youre Directors are confident that the Company will perform much better in future and will bring more promising improvement in coming years.

The Operational performance of the Company has been extensively covered in the Management Discussion and Analysis, which form part of this Directors Report.

DIVIDEND

Your Directors do not recommend any dividend for the financial year ended 31st March 2024.

TRANSFER TO RESERVE

Your Company has not transferred any amount to the Reserves for the financial year ended 31st March 2024.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements incorporating the duly audited financial statements of the Associate Company and Joint Venture, as prepared in compliance with the Companies Act, 2013 (the Act), Listing Regulations, 2015 and in accordance with the Indian Accounting Standards specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 along with all relevant documents and the Independent Auditors Report thereon forms part of this Annual Report.

Pursuant to the provisions of section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys Associate and Joint Venture for the financial year ended on 31st March 2024 in Form AOC-1 forms part of this Annual Report.

Further, in terms of the provisions of section 136 of the Act, a copy of the audited financial statements for the financial year ended on 31st March 2024 of the Associate Company will be made available by email to members of the Company, seeking such information. The members can send an email to investors@cranexltd.com. These financial statements shall also be kept open for inspection by any member at the registered office of the Company during business hours.

DIRECTORS 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:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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 at the end of the financial year and of the profit of the Company for that period;

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 internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2023-24.

DETAILS OF FRAUD REPORTED BY AUDITORS

No fraud has been noticed or reported by the Auditors including secretarial auditor of the Company as per Section 134 (3) (ca) of the Companies Act, 2013 read with Companies (Amendment) Act, 2015.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in website of company.

INTERNAL FINANANCIAL CONTROL SYSTEM

According to Section 134(5) (e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Companys internal financial control system also comprises due compliances with Companys policies and Standard Operating Procedures (SOPs) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from M/s. Vipin Aggarwal Kudsia & Associates, Chartered Accountants, the Internal Auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2023-24, the Company hold 16 (Sixteen) meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

S. No	Date of the meeting
1.	10-05-2023
2.	30-05-2023
3.	14-07-2023
4.	11-08-2023
5.	26-08-2023
6.	12-10-2023
7.	09-11-2023
8.	12-12-2023
9.	31-01-2024
10.	03-02-2024
11.	07-02-2024
12.	14-02-2024
13.	19-02-2024
14.	27-02-2024
15.	16-03-2024
16.	20-03-2024

ATTENDANCE OF DIRECTORS

Name of Director		Meeting of Board
S. No	Number of meeting Held	Number of Meeting to be entitled to attend	Number of Meeting attendant	%
1 PIYUSH AGRAWAL		16	16	100
2 ASHWANI KUMAR JINDAL		16	10	62.5
3 CHAITANYA AGRAWAL	16	16	16	100
4 SHILPY CHOPRA		16	13	81.3
5 SHALINI RAHUL		16	5	31.3

COMMITTEES OF THE BOARD OF DIRECTORS

Detailed information on the Committees is given below.

AUDIT COMMITTEE: (Section 177 of Companies Act, 2013) and Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provision.

Five (5) Audit Committee Meetings were held during the year and the gap between two meetings did not exceed 120 days. The necessary quorum was present for all the meetings. The dates on which the said meetings were held are as follows:

30th May, 2023, 11th August, 2023, 26th August, 2023, 9th November, 2023, 14th February, 2024 and 16th March, 2024.

The details of Audit Committee meetings attended by its members are given below:

S. No. Name of Director	Designation	Category	Total meeting held during the year	Number of Meeting to be entitled to attend	Number of meeting attended	%
1 Mr. Ashwani Kumar Jindal	In depen dent Director	Chairman	6	6	6	100
2 Mr. Chaitanya Agrawal	W hole Time Director	Member	6	6	6	100
3 Ms. Shilpy Chopra	Independent Director	Member	6	6	6	100

NOMINATION AND REMUNERATION COMMITTEE: (Section 178 of Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provision.

One (1) Nomination & Remuneration Committee Meeting was held on 12th December, 2023 during the year.

The composition of the Nomination and Remuneration Committee and the details of meetings attended by its members are given below:

S. No. Name of Director	Nature of Directorship	Designation in Committee	Total meeting held during the year	Number of Meeting to be entitled to attend	Number of meeting attended
1 Mr. Ashwani Kumar Jindal	Non-Executive Independent Director	Chairman	1	1	1
2 Ms. Shalini Rahul	Non-Executive Independent Director	Member	1	1	1
3 Ms. Shilpy Chopra	Non-Executive Independent Director	Member	1	1

STAKEHOLDERS RELATIONSHIP COMMITTEE: Section 178 of Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provision.

One (1) meeting of the stakeholders relationship committee was held on 20th March, 2024 during the financial year 2023-24.

The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below:

S. No. Name	Nature of Directorship	Designation in Commit- tee	Total meeting held during the year	Number of Meeting to be entitled to attend	Number of Meeting Attended	%
1 Mr. Ashwani Kumar Jindal	Non-Executive Independent Director	Chairman	1	1	1	100
2 Mr. Chaitanya Agrawal	Whole Time Director	Member	1	1	1	100
3 Ms. Shilpy Copra	Non-Executive Independent Director	Member	1	1	1	100

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

The Independent Directors of the Company met separately on 12th December, 2023 without the presence of Non-Independent Directors and the members of management. The meeting was attended by all the Independent Directors. The meeting was conducted informally to enable the Independent Directors to discuss matters pertaining to the Companys affairs and put forth their combined views to the Board of Directors of the Company.

In accordance with the Listing Regulations, following matters were, inter-alia, discussed in the meeting:

• Performance of Non-Independent Directors and Board as a whole.

• Performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.

• Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed as "Annexure I".

There are no employees who are drawing remuneration in excess of the limits as set out in provisions of Section 197(12) of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EMPLOYEES BENEFITS

Retirement benefit in the form of provident fund is a defined contribution scheme. The contributions to the provident fund are charged to the statement to the profit and loss for the year when the contributions are due. We have considered the provision for Gratuity in F.Y. 2023-24. The benefit shall be transferred to the employees as may be applicable. The liability for gratuity payable has been determined in the year hence provision has been made in the accounts for expenses of gratuity.

CODES, STANDARDS, POLICIES AND COMPLIANCES

Detailed information on the codes, standards and policies is given below.

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

Your Company has adopted a Code of Conduct for its Board of Directors and the Senior Management Personnel. The Code requires the Directors and employees of the Company to act honestly, ethically and with integrity and in a professional and respectful manner. Directors and Senior Management of the Company have confirmed compliance with the code of conduct applicable to the Directors and employees of the Company and declaration in this regard made by Managing Director which forms part of this Annual Report as

"Annexure II".

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

The Board of Directors adopted the Code of Conduct for Board Members and Senior Managerial Personnel. The said code was communicated to the Directors and members of the senior management and they affirmed their compliance with the said code. The adopted Code is posted on the Companys website www.cranexltd.com. Pursuant to the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted Code of practices and procedures for disclosure of unpublished price sensitive information and Code of Conduct in order to monitor and report Insider Trading.

All Directors and the designated employees have confirmed compliance with the Code.

PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention, Prohibition & Redressal of Sexual Harassment of Women at Workplace. The primary objective of the said Policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations.

The Policy provides for protection against sexual harassment of woman at workplace and for prevention of such complaints.

Particulars	No.
Number of complaints pending as on the beginning of the period	Nil
Number of complaints filed during the Financial period	Nil
Number of complaints pending as on the end of the period	Nil

NOMINATION, REMUNERATION & EVALUATION POLICY

In accordance with the provisions of the Companies Act 2013 and Listing Regulations, the Company has put in place the Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees of the Company including criteria for determining qualifications, positive attributes and independence of a Director as well as a policy on Board Diversity. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Nomination Remuneration & Evaluation Policy, which, inter-alia, lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company, along with the criteria for determination of remuneration of Directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of Section 178 of Companies Act, 2013.

The salient features of the policy are as follows:

• The Nomination and Remuneration Committee of Directors (the Committee) shall take into consideration the following criteria for recommending to the Board for appointment as a Director of the Company:

a) Qualifications & experience of proposed incumbent.

b) Attributes like - professional integrity, strategic capability with business, respect for Companys core values, vision, etc.

c) The incumbent should not be disqualified for appointment as Director pursuant to the provisions of the Act or other applicable laws & regulations.

d) In case the proposed appointee is an Independent Director, he should fulfil the criteria for appointment as Independent Director as per the applicable laws & regulations.

• The Committee will recommend to the Board appropriate compensation to the Executive Directors subject to the provisions of the Act, Listing Regulations and other applicable laws & regulations. The Committee shall periodically review compensation of such Directors in relation to other comparable companies and other factors, the Committee deems appropriate. Proposed changes, if any, in the compensation of such Directors shall be reviewed by the Committee subject to approval of the Board.

• The evaluation of the performance of the Board, its committees and the individual directors will be carried out by the Board, on an annual basis, in the manner specified by the Nomination and Remuneration Committee of Directors for such evaluation and in accordance with the other applicable provisions of the Companies Act, 2013 and the Listing Regulations, in this regard.

DISCLOSURE ON WHISTLE-BLOWER POLICY /VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations , 2015], the Company has adopted a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors, and employees to report instances of unethical behaviour, actual or suspected, fraud or violation of the Companys Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases.

RELATED PARTY TRANSACTION POLICY

Related Party Transaction Policy, as formulated by the Company, defines the materiality of related party transactions and lays down the procedures of dealing with Related Party Transactions. The policy on materiality of and dealing with related party transactions is available on the Companys website at https://www.cranexltd.com/investor-relations/corporate-governance/policies/related-party-transaction-policy.

COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 and rules made there under, Cost Audit is not applicable to the Company.

RISK MANAGEMENT POLICY

Your Company has formulated and adopted a Risk Management Policy. The Board of Directors is overall responsible for identifying, evaluating and managing all significant risks faced by the Company. The Risk Management Policy approved by the Board acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organization.

SECRETARIAL AUDITORS AND THEIR REPORTS

M/s PARVEEN RASTOGI & CO., Practicing Company Secretaries, was appointed as Secretarial Auditors of the Company for the financial year 2023-24 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed Form MR- 3 is attached as "Annexure III" and forms part of this report.

Please find below the observations made in the secretarial audit report for F.Y. 2023-24 along with management reply:-

S. No. Observations	Management Reply
1. During the Audit Period, there was Non-Compliance with provisions of Regulation 6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The Company was unable to find suitable candidate for the post of Company Secretary and Compliance officer.
2. During the Audit Period, the Compliance Officer appointed was not a qualified Company Secretary pursuant to provisions of Regulation 6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The Company inadvertently appointed a Compliance Officer who was not a qualified Company Secretary. There was no intention to mislead the Stock Exchanges or our valuable stakeholders. We reiterate that we will continue to abide by the requirements of Listing Regulations in future.

STATUTORY AUDITORS AND THEIR REPORTS

M/s V R Bansal & Associates, Chartered Accountants, Firm Registration No. (016534N) was appointed as Statutory Auditors of the Company in the Annual General Meeting held on 30/09/2022 for a term of Five (5) Years upto 52nd Annual General Meeting of the Company.

Please find below the qualifications, reservations or adverse remark made in their audit report for F.Y. 2023-24 and also the explanations by the board on every qualification, reservation or adverse remark in the qualified auditors report:-

On Standalone & consolidated Financial Results

Audit Qualification (each audit qualification separately):	For Audit Qualification(s) where the impact is quantified by the auditor, Managements Views:	For Audit Qualification(s) where the impact is not quantified by the auditor
(i) Property, Plant and Equipment (PPE) register has not been produced before us for verification. Depreciation of Property, Plant and Equipment has been provided on the basis of figures as certified by the management,		The Company has calculated the Depreciation figures as per applicable rules. The detailed register is under preparation.
(ii) Goods and Services tax (GST) balances are subject to audit and reconciliation with GST returns.		Noted and confirmed
Audit Qualification (each audit qualification separately):	For Audit Qualification(s) where the impact is quantified by the auditor, Managements Views:	For Audit Qualification(s) where the impact is not quantified by the auditor
(iii) Balances under Trade Receivables and Trade Payables, loans and advances given by the Company and parties from whom unsecured loans have been taken are subject to confirmations and adjustments, if any.		Noted and confirmed
(iv)The Financial Assets and Liabilities - Trade Receivables and long term borrowings taken from IFE Cranex Elevators and Escalators India Private Limited have not been measured at fair value as required by Ind AS-109 "Financial Instruments".		The Company does not expect any change in the long term borrowings taken from IFE Cranex Elevators and Escalators India Private Limited.
Impairment provisions and fair value measurements have not been measured in accordance with Expected Credit Loss (ECL) method as per Ind AS-109.		There is no Expected Credit Loss (ECL).
(v) Inventory register has not been produced before us for verification. Inventory value has been provided on the basis of figures as certified by the management.		Noted and confirmed
On Consolidated Financial Results (other than those specified above)
Audit Qualification (each audit qualification separately):	For Audit Qualification(s) where the impact is quantified by the auditor, Managements Views:	For Audit Qualification(s) where the impact is not quantified by the auditor
(i)The Parent Company has produced a Joint Venture agreement which it has entered into with M/s Shree Construction on 23/09/2021, whereby the parties have entered into a Joint Venture agreement and a Joint Venture entity namely M/s Shree-Cranex (JV) has been formed . However the parent company has not applied Equity method of accounting in respect of the investment in the Joint Venture and hence not complied with the provisions of Ind AS 28 (Investment in Associates and Joint Ventures) with respect to accounting Joint Ventures in consolidated financial statements.		There will be a very insignificant impact on the Company from the financial results from M/S Shree Cranex (JV).
		Further, financial closing and financial data of M/s Shree Cranex (JV) are not finalized, as they are required to do so only by 30 September 2023. Hence, it was not considered.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related party transactions entered during the financial year under review are disclosed in Notes of the financial statements for the financial year ended March 31, 2024. These transactions entered were at an arms length basis and in the ordinary course of business. There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Form AOC-2, containing the note on the aforesaid related party transactions is enclosed herewith as "Annexure-IV".

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review hence the said provision is not applicable.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

The Company does not have any subsidiary whereas the Company has one Associate Company viz., IFE Cranex Elevators & Excalators India Private Limited and one Joint Venture viz., Shree Cranex JV. Details of Associate Company and Joint Venture are provided in AOC-1 as "Annexure- V" attached with this report.

ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the annual return for F.Y 2023-24, which will be filed with Registrar of Companies/MCA, is uploaded on the Companys website and can be accessed at https://www.cranexltd.com/investor-relations/annual-return.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

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

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as follows:A. Conservation of Energy

A. Conservation of Energy

a) Energy conservation measures taken :

• The Company has always been conscious of the need for the conservation of energy and optimum utilisation of available resources and has been steadily making progress towards this end.

• The Company has taken lot of initiatives for reduction in power cost by improving the production processes. Production process of the company does not require much power.

• There is an optimum ratio of glass windows to utilise natural light and proper insulation/ventilation to balance temperature and reduce heat.

b) Impact of above measures:

• The above measures will results in lower energy consumption, significant reduction in Carbon emissions, and hedge against continuous energy rate increase.

• The Company has taken lot of initiatives for reduction in power cost by improving the production processes. Production process of the company does not require much power.

• There is an optimum ratio of glass windows to utilise natural light and proper insulation / ventilation to balance temperature and reduce heat.

B. Technology Absorption, Adaptation And Innovation

The company has successfully absorbed the technology for the development of various new models of the cranes. Your company is constantly improving its technology to match world standards, which is reflected in the new orders being received from very quality conscious customers.

C. Foreign Exchange Earnings and Outgo.

Sr. No. Particulars	F.Y. 2023-24	F.Y. 2022-23
	Amount (in Lakhs)	Amount (in Lakhs)
1. Foreign Exchange Earned	37.20 /-	96.84/-
2. Foreign Exchange Outgo	724.74/-	460.44/-

MANAGEMENT DISCUSSION AND ANALYSIS

As per Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis for the year is separately given and forms part of this Annual Report as "Annexure VI" which provides a more detailed analysis on the performance of individual businesses and their outlook.

GREEN INITIATIVE

In accordance with the "Green Initiative" the Company has been sending Annual Report/Notice of AGM in electronic mode to those Shareholders whose email ids are registered with the Company and/or the Depository Participants.

CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the criteria as laid down under Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, therefore, there was no requirement to constitute and formulate a committee under Corporate Social Responsibility.

DEMATERIALIZATION OF SHARES

The shares of your company are being traded in electronic form and the Company has established connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). In view of the numerous advantages offered by the Depository system, members are requested to avail the facility to dematerialization of shares either of the Depositories as aforesaid. Directors are thankful to the Shareholders for actively participating in the Green Initiative.

PERFORMANCE EVALUATION OF NON - INDEPENDENT DIRECTORS:

The performance evaluation of Chairman and the non-independent directors were carried out by the independent directors, considering aspects such as effectiveness as Chairman, in developing and articulating the strategic vision of the company; demonstration of ethical leadership, displaying and promoting throughout the company a behaviour consistent with the culture and values of the organization; contribution to discussion and debate through thoughtful and clearly stated observations and opinions; creation of a performance culture that drives value creation without exposing the company to excessive risks.

CORPORATE GOVERNANCE

The Company is not required to mandatorily comply with the provision of Regulation 17 to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015) as its equity share capital is less than Rs. 10 Crore and Net Worth is not exceeding Rs. 25 crores, as on the last day of the previous financial year. However, the Company has voluntarily adopted various practices of governance conforming to highest ethical and responsible standard of business, globally benchmarked.

DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

MATERIAL CHANGES AND COMMITMENTS

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 2023-24 and the date of this Report.

CAPITAL STRUCTURE

The authorised share capital as on 31st March, 2024 was Rs. 100,000,000/- (Rupees Ten Crore) comprising 10000000 (One Crore) Equity Shares of Rs. 10 (Rupees Ten) each.

The Issued, Subscribed and paid up equity share capital as on 31st March, 2024 was Rs. 60,000,000/- (Rupees Six Crores) comprising 6,000,000 (Sixty Lakhs) Equity Shares of Rs. 10 (Rupees Ten) each.

There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

The Companys shares are listed on the Bombay Stock Exchange Limited (BSE), and are actively traded. The company has paid the listing fees to Bombay Stock Exchanges for the year 2023-24.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no Change in the nature of the business of the Company.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The changes in the composition of the Board of Directors and Key Managerial Personnel of the Company during the year under review are as under:

Changes in Key Managerial Personnel

During the Year under review, Ms. Renu, Company Secretary & Compliance Officer of the Company resigned from her position w.e.f. 12th December, 2023 and Mr. Piyush Agrawal was appointed as the Compliance Officer of the Company w.e.f. 12th December, 2023.

Mr. Piyush Agrawal was resigned from his position as the Compliance Officer of the Company w.e.f. 2nd April, 2024 and Ms. Heena Sharma was appointed as the Company Secretary & Compliance Officer of the Company w.e.f 2nd April, 2024.

Retirement by Rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mr. Piyush Agrawal (DIN 01761004), director of the Company, is liable to retire by rotation at the ensuing 49th AGM of the Company and being eligible, offer himself for re-appointment. The Board recommends their re-appointment. Brief detail of Mr. Piyush Agrawal is given in the Notice of ensuing 49th AGM.

Appointments/Cessations

Ms. Priyanka Pathak (DIN: 10601570), on the recommendation of the Nomination and Remuneration Committee was appointed as an Additional Director in the capacity of a Non-Executive Independent Director with effect from 3rd September, 2024 by the Board of Directors in accordance with Articles of Association and sections 149, 161 and Schedule IV of the Companies Act 2013 ("the Act") and Regulation 16(1)(b) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Her appointment as Independent Director of the Company is subject to the approval of the shareholders in the ensuring 49th Annual General Meeting of the Company and any other regulatory approvals, if applicable.

In terms of the provisions of rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board opines that the Independent director so appointed hold highest standards of integrity and possess necessary expertise and experience.

Except as stated above, there were no other changes in the directors and key managerial personnel of the Company during the year under review since the last report.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable secretarial standards. The same has also been confirmed by Secretarial Auditors of the Company.

MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATE

In terms of the requirement of the Regulation 17(8) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, the certificate from Managing Director and Chief Financial Officer obtained and is attached in the said annual report. The said certificate is part of the annual report as "Annexure-VII".

LISTING OF SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd (BSE). The listing fee for the year 2023-24 has been already paid to the stock exchange.

INDUSTRIAL RELATION

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of Employees have enabled the Company at good position in the industry. It has taken various steps to improve productivity across organization.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither application made nor any proceeding pending under IBC during the financial year. Hence this clause is not applicable.

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

The Company has never made any one-time settlement against the loans obtained from Banks and Financial Institution during the financial year. Hence this clause is not applicable.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central Government, State Governments and Companys Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

By Order of the Board of Directors
	For Cranex Limited
Sd/-	Sd/-
Chaitanya Agrawal	Piyush Agrawal
Whole Time Director	Managing Director
DIN: 05108809	DIN: 01761004
Place: New Delhi
Date: 3rd September, 2024