Crayons Advertising Ltd Directors Report

Dear Members,

Your directors have pleasure in presenting the 39^th Boards Report of M/s Crayons Advertising Limited (“the Company”) for the financial year ended 31^st March 2025.

1. Financial Review

Standalone

Particulars	FY 2024-25	FY 2023-24	Change %
Revenue from contracts with customers	19,226.69	20,154.90	-4.61%
Cost of Services	15,465.30	15,145.63	2.11%
Employee benefits expenses	1,500.60	1,404.96	6.81%
Other expenses	1,560.77	1,547.25	0.87%
EBITDA	700.02	2,057.06	-65.97%
% EBITDA Margin	3.64	10.21	-64.33%
Depreciation and amortisation expenses	244.48	138.82	76.11%
Finance costs	80.91	91.86	-11.92%
Other income (Excl. Liabilities written back, if any)	548.95	450.07	21.97%
Profit Before Tax and Share of loss of an associate	923.59	2,276.45	-59.43%
Share of loss of an associate	-	-	-
Profit Before Tax (PBT)	923.59	2,276.45	-59.43%
(Less): Total tax	248.26	586.16	-57.65%
(Less): Non-controlling interest	-	-	-
Profit After Tax (PAT) net of non-controlling interest	675.33	1,690.29	-60.05%
% Profit Margin	3.51	8.39	-58.17%
Normalized PAT (net of non-controlling interest)	675.33	1,690.29	-60.05%
% Normalized PAT Margin	3.51	8.39	-58.17%

The company has reported a standalone revenue of Rs 19,226.69 Lacs in FY 2024-25, as compared to revenue of Rs. 20,154.90 in FY 2023-24 with a decline of 4.61% YoY basis. With the decrease in the revenue during the FY 2024-25, the EBITDA margin of the company for FY 2025 is also decreased by 64.33% to 3.64% and the Net Profit during the period is also decrease to 675.33 Lakhs as compared to Rs. 1690.29 Lakh during the previous year.

Consolidated

Particulars	FY 2024-25	FY 2023-24	Change %
Revenue from contracts with customers	23,402.64	23,392.04	0.05%
Cost of Services	19,207.79	18,068.63	6.30%
Employee benefits expenses	1,600.75	1,491.94	7.29%
Other expenses	1,806.57	1,699.64	6.29%
EBITDA	787.53	2,131.83	-63.06%
% EBITDA Margin	3.37%	9.11	-63.08%

 

Depreciation and amortisation expenses	245.94	140.7	74.80%
Finance costs	80.91	91.86	-11.93%
Other income (Excl. Liabilities written back, if any)	556.36	441.75	25.95%
Profit Before Tax and Share of loss of an associate	1,017.05	2,341.02	-56.56%
Share of loss of an associate	-	-	-
Profit Before Tax (PBT)	1,017.05	2,341.02	-56.56%
(Less): Total tax	271.13	622.08	-56.42%
(Less): Non-controlling interest		-	-
Profit After Tax (PAT) net of non-controlling interest	745.92	1,718.94	-56.61%
% Profit Margin	7.33	7.35	-0.12%
(Add): share of profit / (loss) of associates	381.52	64.69	489.77%
Profit for the Year	1,127.45	1783.63	-36.79%
(Less): Minority Interest	-33.47	-28.63	16.90%
Profit for the year after minority interest	1,093.98	1755.00	-37.66%
Normalized PAT (net of non-controlling interest)	1,093.98	1755.00	-37.66%

The company has reported a Total Consolidated Income of INR 23402.64 Lakh during the financial year 2024-25. EBITDA of the company during the period under review is INR 787.53 Lakh as compared to 2131.83 during the previous year and the Net Profit of the period under review is INR 1093.98 as compared to profit of INR 1,755.00 Lacs during the previous year.

Key Financial Ratios

Key Ratios	As of March 31, 2025 (Standalone)	As of March 31, 2025 (Consolidated)
Return on Net Worth (%)	5.99
Return on Capital Employed (%)	0.09
Total Debt/Equity	0.05
Interest Coverage Ratio	9.18
Current Ratio	2.03
Diluted Earnings per Share (Rs.)	2.71

Standalone

Return on Net Worth for FY 2025 is 5.99 whereas the Return on Capital Employed if 0.09. As the company has reduced its debts during last 2 financial years, the total debt to equity ratio came to

0.05. Further the Interest Coverage Ratio of the company for FY 2025 is reduced to 9.18 which is very impressive. Current ratio of the company is increased to 2.03 which shows thats the current assets of the company is more than current liabilities. During FY 2024-25 EPS (Earning Per Share- Diluted) is 2.71.

Consolidated

Return on Net Worth for FY 2024 is 0.17 whereas the Return on Capital Employed if 0.72. The total debt to equity ratio is 0.14. Further the Interest Coverage Ratio of the company for FY 2024 is reduced to 11.33. Current ratio of the company stands at 2.09. During FY 2024 EPS (Earning Per Share-Diluted) is 7.61.

2. DIVIDEND

The management has decided to reinvest the money for the purpose of expansion and overall growth of the company. Hence, your management recommends no dividend for the year ended March 31, 2025, and will increase efforts to enhance the profit in coming financial year.

3. RESERVES AND SURPLUS

The Company had earned a Net profit of Rs. 675.33 (in lacs) during the current financial year 202425. The entire Net profit during the current financial year had been carried to the Reserves and Surplus.

4. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March 2025, there were 6 (Six) Directors in your Company. The detail is as under:

S.No. Name	DIN	Category	Designation
1 Mr. Kunal Lalani	00002756	Executive	Chairman Managing Director
2 Mrs. Vimi Lalani	00010548	Non-Executive Director	Director
3 Mr. Hulas Mal Lalani	00257693	Non-Executive Director	Director
4 Mr. Atul Jeevandhar kumar Hegde*	02699927	Non-Executive Director	Director
5 Mr. Vinod Zutshi	00502876	Non-Executive Director	Independent Director
6 Mr. Surendra Kumar Pagaria	02945040	Non-Executive Director	Independent Director

*Resigned on July 1^st, 2025.

None of the directors are disqualification under section 164(1) of Companies Act, 2013.

During the year under review, the following persons were designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:

S.No. Name	Designation	Remarks
1 Mr. Raj at Singhal	Chief Financial Officer	Appointed on 1st December 2022 and resigned on 4th November, 2024
2 Mr. Mukesh Singhal	Chief Financial Officer	Appointed on 4th November, 2024
3 Mr. Gagan Mahajan	Company Secretary	Appointed on 8th May 2023 and resigned on 10th March 2025
4 Mr. Akbar Mehtab	Company Secretary	Appointed on 10th March 2025

Change in Board of Directors during financial year 2024-25:

There is no change in the Board of Directors of the company during the year under review. However, Mr. Mr. Atul Jeevandhar Kumar Hegde resigned from the Board of Directors on 1^st July 2025 due to his personal reasons as mentioned in the resignation letter.

Directors liable to retire by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Hulasmal Lalani (Non-Executive Non-Independent

Director) (DIN: 00257693) is liable to retire by rotation and being eligible, seeks re-appointment at the ensuing AGM. Mr. Hulasmal Lalani is not disqualified under Section 164(2) of the Companies Act, 2013. Board of Directors recommends his re-appointment in the best interest of the Company.

The Notice convening forthcoming AGM includes the proposal for re-appointment of aforesaid Director. A brief resume of the Director proposed to be re-appointed, nature of his experience in specific functions and area and number of listed companies in which he holds Membership/Chairmanship of Board and Committees, shareholdings and inter-se relationships with other Directors as stipulated under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) are provided in the ‘Annexure to the Notice of AGM forming part of the Annual Report.

5. FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There are no such frauds reported by auditors, which are committed against the company by officers or employees of the company.

6. SHARE CAPITAL

During the year under review the company has not allotted any new shares. However, During the year under review, the members of the Company had approved Crayons Advertising Limited Employee Stock Option Scheme - 2025 (“Scheme”) in terms of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat 29 Equity) Regulations, 2021 (SBEB Regulations) as per which the Company is authorized to create, grant, offer, issue and allot under the Scheme, in one or more tranches, not exceeding 2,00,000 (Two Lakh) Employee Stock Options to or for the benefit of Employees and Directors of the Company, including its Subsidiary Company, in India or outside India, of the Company and to such persons as may, from time to time, be allowed to be eligible for the benefits of the Scheme (as permitted under the applicable laws), exercisable into not more than 2,00,000 (Two Lakh) Equity Shares (“Shares”) of face value of Rs. 10/- each.

The said scheme has been posted on the website ofthe Company at https://admin.thecrayonsnetwork. com/downloads/109-CAL-ESOP-SCHEME-2025.pdf. The said Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended. There are no material changes made in the said Scheme. The Company has obtained the certificate from the Secretarial Auditor of the Company certifying that the Companys Employee Stock Option Scheme(s) have been implemented in accordance with the SBEB Regulations, as amended and in accordance with the resolutions passed by the Members.

During the year under review, the Company has not granted any options. However, after the year under review on 12^th June 2025, the Nomination and Remuneration Committee has granted 120,000 options convertible into equal number of Equity Shares of the Company of face value of Rs. 10/- each, under the Crayons Advertising Limited Employee Stock Option Scheme - 2025 (“Scheme”). The details as required to be disclosed under SBEB Regulations are posted on the website of the Company at https://admin.thecrayonsnetwork.com/downloads/107-CAL ESOP-Disclosure 31.03.2025.pdf.

7. ISSUE OF SHARE WARRANTS

The Company has issued and allotted 5,00,000 (Five lakh only) warrants convertible into equivalent number of equity shares, having face value of Rs 10/- per equity shares, within a period of 18 months from the dated of allotment i.e., 3^rd January 2024 at an issue price of Rs. 155/-(Rupees one hundred fifty-five Only) (including premium of Rs. 145/-each). The Company has received Rs. 193.75 lakhs being 25% of the total amount payable towards subscription of the warrants from all the allottees. The said warrants are now stand expired and the amount received by the Company is now forfeited as none of the warrant holder has applied for the conversion and allotment of equity shares in lieu of allotted warrants.

8. PUBLIC DEPOSITS

The Company has not accepted any deposit during the period started from 1^st April 2024 to 31^st March 2025.

9. CHANGE IN NATURE OF BUSINESS OF THE COMPANY

There was no change in the nature of business of the Company.

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

OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements as on 31.03.2025 and part of annual report.

11. CORPORATE GOVERNANCE

Your Companys Corporate Governance Practices are a reflection of the value system encompassing culture, policies and relationships with its stakeholders. Integrity and transparency are a key to Corporate Governance Practices to ensure that the Company gain and retain the trust of its stakeholders at all times. Your Company is committed for highest standard of Corporate Governance in adherence of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to Regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance forms an integral part of this annual report which is attached as Annexure-A.

A Certificate from the M/s Akshat Garg & Associates, Company Secretaries, New Delhi, confirming compliance by the Company of the conditions of Corporate Governance as stipulated in Regulation 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also annexed as “Annexure-A(l)” to this Boards Report.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as prescribed under the requirements of

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

12. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion & Analysis Report for the year under review as stipulated under Listing Regulations is presented separately as part of this Annual Report is attached as Annexure-B

13. DISCLOSURE REGARDING BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

14. INTERNAL CONTROL SYSTEM 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.

15. RISK MANAGEMENT POLICY

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis.

16. HUMAN RESOURCES DEVELOPMENT

Attracting, enabling and retaining talent have been the cornerstone of the Human Resource function and the results underscore the important role that human capital plays in critical strategic activities such as growth. A robust Talent Acquisition system enables the Company to balance unpredictable business demands with a predictable resource supply through organic and inorganic growth.

Human Resources are the most important asset of any financial services organization. For all key exists the succession plan triggered in and our Company was able to immediately fill all key leadership positions ensuring continuity and stability.

Our Company also actively encouraged cross utilization of resources to avoid the need of hiring from the market and also to nurture multi-tasking skills in employees. This ensured that all employees of our Company were productively employed and also helped our Company save on hiring costs and wherever necessary strengthened its hiring process to ensure economical quality hires.

The Companys ultimate objective is to create a strong and consistent team of employees wherein each link in the resource chain is as strong as the other. In view of this, various employee benefits,

recreational and team building programs are conducted to enhance employee skills, motivation as also to foster team spirit.

17. 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-C.

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-C.

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.

18. NUMBER OF BOARD MEETINGS

The Board of Directors of the Company met 10 (Ten) times during the year under review including the meeting of the Independent Directors in accordance with the provisions of the Companies Act, 2013 and rules made there under. The intervening gap between two Board Meeting was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

19. NUMBER OF GENERAL MEETINGS

During the year 2024-25, following general meetings held:

1. Annual General Meeting: 30^th September 2024

2. EGM Date: 27^th February 2025

20. DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES, AND HIGHLIGHTS OF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

Our Company had an Associate Company namely M/s BB&HV Private Limited within the meaning of Section 2(6) of the Companies Act, 2013 (Act).

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of financial statements of the subsidiary company in form AOC - 1 appended as Annexure D.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions are entered on arms length basis and are in compliance with the applicable provisions of the Act. Further disclosure in Form AOC-2 is as attached as ‘Annexure E. There are no materially significant related party transactions made by the company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large.

The Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions, as approved by the Board, is available on the Companys website and may be accessed at: https:// thecrayonsnetwork.com/assets/downloads/Policy-on-Materiality-of-RPT-and-dealing-with- RPT.pdf

22. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURES:

Particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given hereunder:

• CONSERVATION OF ENERGY

i. Steps taken or impact on conservation of energy: Energy conservation efforts are ongoing activities. During the year under review further efforts were made to ensure optimum utilization of electricity.

ii. Steps taken by the company for utilizing alternate sources of energy: Nil, as your company does not carry any manufacturing activities

iii. The Capital investment on energy conservation equipments: Nil

• TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION AND RESEARCH & DEVELOPMENT

No research & development or technical absorption or adaption & innovation taken place in the company during the Financial Year 2024-25, the details as per rule 8(3) of The companies (Accounts) Rules 2014 are as follows:

i. Efforts made towards technology absorption: Nil

ii. Benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year):

a) Details of technology imported: Nil

b) Year of Import: Nil

c) Whether the technology been fully absorbed: Nil

d) Areas where absorption has not taken place, and the reasons thereof: Nil

iv. Expenditure incurred on Research and Development: Nil

23. FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings: INR 2.08 Lakhs Foreign Exchange Outgo: INR 792.55 Lakhs

24. 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-F.

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.

25. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has duly complied with the definition of ‘Independence in according to the provisions of Section 149(6) of the Companies Act, 2013 read with Schedule IV- Code of Independent Directors to the Companies Act, 2013 and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended). All the Independent Director/s have submitted a declaration that he/she meets the criteria of independence and submit the declaration regarding the status of holding other directorships and memberships as provided under law. The Independent Directors have also confirmed that they have complied with the Companys code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

Opinion of the board with regard to integrity, expertise and experience of the Independent Directors during the year:

The Directors are satisfied with the performance of all the independent directors during the year and are of the opinion that all the independent directors are persons of integrity and possess relevant experience and expertise.

26. RISK MANAGEMENT

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis.

27. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured questionnaire was prepared for evaluating the performance of Board, its Committees and Individual Director including Independent Directors. The questionnaires were prepared after taking into consideration the various facets related to working of Board, its Committee and roles and responsibilities of Director. The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors including Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the evaluation process. In a separate meeting of Independent Directors, the performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

28. STATUTORY AUDITORS

The Board of Directors had appointed M/s. Manish Pandey & Associates, Chartered Accountants, (Firm Registration No.: 019807C) as the Statutory Auditors of the Company for a term of 5 (Five) years from the conclusion of 38^th Annual General Meeting till the conclusion of the 43^rd Annual General Meeting of the Company to be held in the year 2029 at a remuneration as may be mutually agreed upon between the said Auditors and Board of Directors of the Company. However, on 19^th August 2025, M/s Manish Pandey & Associates have given their resignation due to their pre-occupation in other assignments, effective from the conclusion of this 39^th Annual General Meeting of the Company. M/s Manish Pandey & Associates have issued an Audit Report with an unmodified opinion on the Audited Financial Statements of the Company (Standalone and Consolidated) for the year ended March 31, 2025.

The Chairman places before the board, the proposal to appoint M/s Vaish & Co. Chartered Accountants (FRN: 014188C) as the statutory auditor to fill the casual vacancy caused by the resignation of M/s Manish Pandey & Associates. The board discussed, agreed and approved the appointment of M/s Vaish & Co. Chartered Accountants (FRN: 014188C) as statutory auditor of the Company subject to the approval of members of the Company at the upcoming Annual General Meeting at a remuneration decided by the Board of Directors in consultation with auditors.

M/s Vaish & Co. Chartered Accountants (FRN: 014188C) has furnished a certificate of their eligibility and consent for the appointment as the Statutory Auditors of the Company for FY 2025-26 and in terms of the Listing Regulations, the Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

29. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Vasisht & Associates, Company Secretaries as the Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for the FY2024-25. However, due to internal cost restraints, Board has discontinued the appointment of secretarial auditor so appointed and further appointed M/s Akshat Garg & Associates, as the secretarial auditor of the Company for the FY 202425. The Secretarial Audit Report is annexed to this Report as Annexure G. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

30. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, the Board based on the recommendations of the Audit Committee had appointed M/s Mahadev Bhansali & Co., the Chartered Accountants, as the Internal Auditors of the Company for the FY 2025-26.

31. AUDITORS REPORT

The observations of the Statutory Auditors in their report, read with the relevant notes to the financial statement are self-explanatory.

32. EXPLANATION TO AUDITORS REMARKS

The auditor has not stated any qualification, reservation, adverse remark or disclaimer in the auditors report.

33. DETAILS ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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 H".

34. FRAUDS TO BE REPORTED BY AUDITORS

The Auditors of the Company had not reported any offence involving any fraud committed against the Company by any officer or employee of the Company during the current financial year as well as during the previous financial year, as required under sub-section (12) of section 143 of the Companies Act, 2013.

35. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (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 group 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.

36. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

37. SIGNIFICANT AND MATERIAL ORDERS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys Operations in future.

38. BUSINESS EXCELLENCE AND QUALITY INITIATIVES

Your Company continues to be guided by the philosophy of business excellence to achieve sustainable growth. Innovation in services and business models is a key agenda of the Management along with a customer-focused culture towards building long-term customer relationships.

39. SECRETARIAL STANDARDS

The Company has complied with all the Secretarial Standards issued till the end of financial year 20244-25.

40. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return of the Company for the financial year 2024-25 prepared in accordance with Section 92(1) of the Act is available on the website of the Company at https://admin.thecrayonsnetwork.com/downloads/110-Draft- MGT-7 2025.pdf

41. DETAILS OF DEMATERIALIZATION OF EQUITY SHARES

All the equity shares of the Company are held in the dematerialized form. The ISIN allocated to the Company is INE0OFK01019. To provide service to the Shareholders, the Company has appointed Skyline Financial Services Private Limited having office at D-153A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi -110020 as Registrar and Share Transfer Agent (RTA) of the Company.

42. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year

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

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is no requirement to give details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

44. DECLARATION REGARDING SETTLEMENT WITH BANKS/FINANCIAL INSTITUTIONS

During the year under review, the Company has not made any settlements with banks or financial institutions. As a result, no valuations were necessary

45. EMPLOYEE STOCK OPTION PLAN DISCLOSURE

The Company has got the approval of ESOP Scheme for the purpose of implementing the Crayons Employee Stock Option Plan 2025 (“Crayons ESOP 2025”). The scheme was initially placed for shareholders approval on February 27, 2025. Upon receipt of necessary approvals from NSE for

200.000 options , the scheme implemented in accordance with the provisions of Section 62 of the Companies Act, 2013, Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, and the applicable provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time. The Company has granted

120.000 options during FY 2025-26 and filed the required intimation accordingly.

46. VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY

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:// thecrayonsnetwork.com/assets/downloads/Whistle-Blower-Policy.pdf

47. 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:

https://thecrayonsnetwork.com/assets/downloads/Insider-Trading-Policy.pdf

48. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

Pursuant to Regulation 8(1) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, Company has a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, with a view to lay down practices and procedures for fair disclosure of unpublished price sensitive information through SDD software that could impact price discovery in market for its securities.

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the website of the Company at the link:

https://thecrayonsnetwork.com/assets/downloads/Insider-Trading-Policy.pdf

49. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, the directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2024-25, the applicable accounting standards have been followed and there are no material departures;

ii. 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 as at 31^st March, 2025 and of the profit /loss of the Company for that period;

iii. the directors had 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;

iv. the directors had prepared the annual accounts on a going concern basis;

v. 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.

50. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, bankers and regulatory and government authorities for the continued support given by them to the Company and their confidence reposed in the management.

By Order of the Board

For Crayons Advertising Limited

Sd/-

Kunal Lalani

(Chairman cum Managing Director)

DIN:00002756

Place: New Delhi

Date: 27.08.2025