Crazy Snacks Ltd Directors Report

To,

The Members of

CRAZY SNACKS LIMITED

(Formally Known as Crazy Snacks Private Limited)

Your Directors have pleasure in presenting their Annual Report on the Business and Operations of the Company together with the Audited Financial Statements for the financial year ended on 31^st March, 2024.

FINANCIAL STATEMENT:

The Companys performance on standalone and consolidated basis during the financial year ended 31^st March, 2024 as compared to the previous financial year is summarized as below:

	Standalone		Consolidated
PARTICULARS	As at 31st March 2024 (Amount in Rs.)	As at 31st March 2023 (Amount in Rs.)	As at 31st March 2024 (Amount in Rs.)	As at 31st March 2023 (Amount in Rs.)
Revenue from Operations	88,22,40,262	68,82,13,447	1,27,59,31,734	88,69,17,423
Other Income	1,44,02,033	53,292	1,48,22,043	4,26,224
Total Revenue	89,66,42,295	68,82,66,739	1,29,07,53,777	88,73,43,647
Total Expenses	82,44,00,969	64,89,06,658	1,22,17,58,513	84,63,28,387
Profit before Tax	7,22,41,326.11	3,93,60,081	6,89,95,263	4,10,15,260
Tax Expenses:
Current Tax:	1,76,90,290	1,02,63,210	1,82,42,809	1,04,41,100
Deferred Tax:	(27,34,970)	-	(60,69,116)	14,30,808
Tax for earlier years	-	1,60,302		1,60,302
Prior Period Items	-	-	24,64,878	33,092
Minority Interest	-	-	3,752.51	47,744
Net Profit after Tax	5,48,21,128	2,89,36,569	5,43,52,939	2,89,68,398

FINANCIAL HIGHLIGHTS AND STATEOF COMPANYS AFFAIRS:

On Standalone Basis:

During the year ended 31st March 2024, your Company reported Revenue from Operations for the financial year 2023-24 was at Rs. 88,22,40,262/- which is higher than the previous year Revenue from Operations Rs. 68,82,13,447/-, represents an increase of 28.20% compared to the previous financial year.

The Companys profit after tax has increased to Rs. 5,48,21,128 from Rs. 2,89,36,569, at a growth of 89.45% as compared to the previous financial year.

On Consolidated Basis:

During the year ended 31st March 2024, your Company reported consolidated Revenue from Operations for the financial year 2023-24 was at Rs. 1,27,59,31,734/- which is higher than the previous year Revenue from Operations Rs. 88,69,17,423/-, represents an increase of 43.86% compared to the previous financial year.

Profit after Tax for the financial year 2023-24 stood at Rs.5,43,52,939 as compared to the previous financial year Rs.2,89,68,398/-.

DIVIDEND:

During the year under review, In order to conserve resources and future expansion, your Directors have not recommended any Dividend on Equity Shares of the Company.

TRANSFER TO RESERVES:

During the year under review, your Directors has decided to retain the entire amount of profit for financial year 2023-24 in the statement of profit and loss and do not proposed to transfer any amount to Reserve

CONVERSION OF COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

During the year under review, after closing of the financial year, The Board decided conversion of the Company from ‘Private Limited to ‘Public Limited in their meeting held on 17^th April, 2024 and pursuant to special resolutions passed by the Members of the Company at their Extraordinary general Meeting held on 19^th April, 2024 approved to convert the Company from "Private Limited" to "Public Limited".

Pursuant to the same, an application was made to the Office of the Registrar of Companies ("ROC"), Kanpur for issue of a fresh Certificate of Incorporation for change of name of the Company. The ROC, on 10^th July, 2024 issued "Certificate of Incorporation Consequent upon conversion to public company" and approved the change in name of the Company from "Private Limited" to "Public Limited".

In view of the same, the name of the Company stood change to "Crazy Snacks Limited" w.e.f. 10th July, 2024 with New a Corporate Identity Number: U51224UP1995PLC019164.

SHARE CAPITAL:

a) Authorized Capital

During the year under review, vide Ordinary Resolution passed by the Members at their Extra Ordinary General Meeting held on December 12 2023, the authorized share capital of the Company has been increased from Rs. 3,00,00,000 divided into 30,00,000 equity shares of Rs. 10/- each to Rs.

20.00. 00.000 divided in to 2,00,00,000/- equity shares of Rs. 10/- each by creation of additional

1.70.00. 000 equity shares of Rs. 10/- each ranking pari passu in all respect with the existing Equity Shares of the Company.

The Authorized share Capital of the Company, as at closure of financial year 2023-24, was Rs.

20.00. 00.000 divided in to 2,00,00,000/- equity shares of Rs. 10/- each.

Subsequent to the closure of the financial year, vide Ordinary Resolution passed by the Members at their Extra Ordinary General Meeting held on April 29 2024, the Authorized equity share capital of your Company is increased from Rs. 20,00,00,000 divided in to 2,00,00,000/- equity shares of Rs. 10/- each to Rs. 25,00,00,000 divided in to 2,50,00,000/- equity shares of Rs. 10/- each.

b) Issued, Subscribed & Paid-Up Capital:

The issued, Subscribed and Paid up Share Capital of the Company as at March 31, 2024 was Rs. 1,70,84,600.00 divided in to 17,08,460 equity share of Rs. 10/- each.

Subsequent to the closure of the financial year, till the date of this report, vide Special Resolution passed by the Members at their Extra Ordinary General Meeting held on April 29 2024 and pursuant to the Board resolution dated April 27, 2024, the Company has further allotted total 16230370 Bonus Equity Shares of Rs. 10.00 each to the existing equity shares holders of the Company, in the proportion of 19 (Nineteen) equity shares for every 2 (Two) equity share held by the Members as on April 17, 2024.

There were no rights Issue, or preferential issue etc., during the year. The Company has not issued any shares with differential voting rights, sweat equity shares or has it granted any stock options during the year under review.

AUDITORS & AUDIT REPORT:

Statutory Auditors:

The Board of Directors at their meeting held on April 17, 2024 and Shareholders at the extra-ordinary general meeting held on April 19, 2024 had appointed M/s. HCO & Co., Chartered Accountants, having Firm Registration No. 001087C, as Statutory Auditors of the Company for the Financial Year 2023-24 due to the casual vacancy caused due to resignation of M/s. Manish Ratnesh & Associates, Chartered Accountant (FRN No: 0015734C), who shall hold office upto the conclusion of ensuing AGM of the Company.

As a term of M/s. HCO & Co., Chartered Accountants, Firm Registration No. 001087C, will expire at the ensuing Annual General Meeting, the Board of Directors of the Company in their meeting held on 4 September, 2024 have considered and recommended to the shareholders for the appointment of M/s. HCO & Co.,Chartered Accountant, as statutory auditors of the Company, from the conclusion of ensuing AGM till the conclusion of the AGM of the Company to be held for the financial year 2028-29

A resolution seeking the appointment of M/s. HCO & Co., Chartered Accountants, Firm Registration No. 001087C as Statutory Auditors of the Company forms part of the Notice of ensuing AGM and the same is recommended for Members approval.

Pursuant to Section 141 of the Act, the appointing Auditors have represented that they are not disqualified and are eligible to act as the Statutory Auditors of the Company

AUDITORS REPORT AND COMMENTS OF BOARD S IF ANY:

The Report given by the Statutory Auditors on the financial statement of the Company is part of this Annual Report. The Auditor Report does not contain any qualification, reservation, adverse remark or disclaimer

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

A. COMPOSITION OF BOARD OF DIRECTOR

During the Financial year ended 3 1st March 2024, the Board of Directors of your Company comprise with following Directors:

Name of the person	Director Identification Number (DIN)	Designation
UPMA AGARWAL	00859037	Director
NAVIN KUMAR AGARWAL	06957945	Managing Director
SWEDIT GARG	08588697	Director

During the financial year and subsequent to the closure of the financial year, till the date of this report, following of changes has been made in the directorship of the Company:

(a) Mr. Sachin Agrawal, resigned as Director of the Company with effect from July 1, 2023. The Board of Directors places on record its sincere appreciation for the valuable contributions rendered by Mr. Sachin Agrawal during his tenure as Directors of the Company.

(b) Mr. Swedit Garg was appointed as Addional director by the Board of Directors at its meeting held on 12th January 2024 and further, in terms of the provisions of Section 152 of the Companies Act, 2013, the Shareholders of the Company at the Extra-ordinary General meeting held on August 24 2024, has also approved the appointment of Mr. Swedit Garg, as director of the Company.

(c) Ms. Upma Agarwal was appointed as Addional director by the Board of Directors at its meeting held on 30^th June 2023 and Further, in terms of the provisions of Section 152 of the Companies Act, 2013, the Shareholders of the Company at the Annual General meeting held on September 30 2023, had also approved the appointment of Ms. Upma Agarwal, as director of the Company.

(d) Mr. Navin Kumar Agarwal was re-appointed as Managing Director of the Company for further period of Five year commencing from 11th June 2024 to 10 June 2029.

(e) The designation of Mr. Upma Agarwal has been changed from Executive Directors to Non- Executive Directors by the Board of Directors at its meeting held on April 17, 2024.

Subsequent to the closure of the financial year, till the date of this report, in the view of the Company proposal to undertake an initial public offer of its equity shares of face value of Rs. 10/- each comprise an offer of sale and to comply with the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and the relevant act, The following Directors has been appointed as Directors and KMP of the Company:

1. Mr. Avanindra Kumar Sinha (DIN: 10217436) was appointed as Addional director (Non-Executive Independent) by the Board of Directors at its meeting held on April 27, 2024 for a period of (5) five consecutive years commencing 1st May, 2024 not liable to retire by rotation.

2. Ms. Roopali Mittal (DIN: 02045584) was appointed as Addional director (Non-Executive Independent) by the Board of Directors at its meeting held on April 27, 2024 for a period of (5) five consecutive years commencing 1st May, 2024 not liable to retire by rotation.

3. Ms. Vandana Gupta (DIN: 00013488) was appointed as Addional director (Non-Executive Independent) by the Board of Directors at its meeting held on August 23, 2024 for a period of (5) five consecutive years commencing August 23, 2024 not liable to retire by rotation.

4. Mr. Rohit Shrivastava (ICSI Memb. No. A67915) was appointed as Company Secretary and Compliance Officer of the Company by the Board of Directors at its meeting held on April 27, 2024 to comply with the applicable provisions of SEBI Listing Regulations.

5. Mr. Swedit Garg was appointed as Chief Executive Officer (CEO) of the Company by the Board of Directors at its meeting held on June 10, 2024 to comply with the applicable provisions of SEBI Listing Regulations.

6. Mr. Vinit Kumar Gupta was appointed as Chief Financial Officer (CFO) of the Company by the Board of Directors at its meeting held on June 10, 2024 to comply with the applicable provisions of SEBI Listing Regulations.

B. BOARD COMMITTEES:

As required under the above relevant rules and regulation, subsequent to the closure of the financial year, till the date of this report, the following committees are constituted by the Board of Directors at their meeting held on August 23 2024 and approved the terms of the respective committees:

a) Audit Committee:

Name of Director	Position on the Committee	Designation
Ms. Roopali Mittal	Member & Chairperson	Independent Director
Mr. Vandana Gupta	Member	Independent Director
Mr. Navin K Agarwal	Member	Executive Director

b) Nomination and Remuneration Committee:

Name of Director	Position on the Committee	Designation
Ms. Roopali Mittal	Member & Chairperson	Independent Director
Ms. Vandana Gupta	Member	Independent Director
Ms. Upma Agarwal	Member	Non-Executive Director

c) Stakeholders Relationship Committee:

Name of Director	Position on the Committee	Designation
Ms. Upma Agarwal	Member & Chairperson	Non-Executive Director
Mr. Navin K Agarwal	Member	Executive Director
Mr. Vandana Gupta	Member	Independent Director

C. DECLARATION BY INDEPENDENT DIRECTORS:

During the financial year ended 31^st March, 2024, under review the Company being a private limited company, hence the provisions relating to Declaration of Independent Director in terms of Section 149 (7) of the Companies Act, 2013 and rules made thereunder are not applicable to the Company.

D. DIRECTORS. RETIRING BY ROTATION:

Pursuant to the provisions of Section 152(6) of the Act read with the rules made thereunder and as per the Articles of Association of the Company, Ms. Upma Agarwal (DIN: 00859037) liable to retire by rotation in ensuing Annual General Meeting and being eligible he has offered herself for re-appointment as Non-Executive-Non-Independent Director of the Company. The Board recommends her reappointment for your approval.

A brief disclosure of the Ms. Upma Agarwal being re-appointed, such names of companies in which they hold directorships, committee memberships/ chairmanships, their shareholding in the Company, etc., have been furnished in the explanatory statement to the notice of the ensuing Annual General Meeting of the Company

MEETINGS OF BOARD OF DIRECTORS DURING THE FINANCIAL YEAR 2023-24:

During the financial year ended 31st March 2024, the Board of Directors duly met Fifteen (15) times and the meetings were held May 20 2023, June 28 2023, June 30 2023, July 01 2023, July 10 2023, July 15 2023, August 15 2023, September 02 2023, September 08 2023, September 12, 2023, September 14, 2023, October 03 2023, November 20 2023, December 22, 2023 and January 12, 2024. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Act.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY WITH RESPECT TO THF FINANCIALSTATEMENT:

The Company has in place adequate internal financial control with reference to the financial statement. During the year under review, such controls were tested and no reportable material weaknesses in the design and operation were observed. There exists adequate internal control procedures commensurate with the size of operations of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 that:

a) in the preparation of the annual accounts for the financial year ended on 31st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the 31 st March, 2024 and of the profit of the company for the year ended on that date;

c) 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;

d) the directors had prepared the annual accounts on a going concern basis;

e) 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITHRELATEDPARTIES:

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party (ies) are in the ordinary course of business and on arms length basis. The Particular related party transaction referred to under section 188(1) of the Companies Act,2013 are given in the prescribed Form AOC-2 as Annexure-I and the same form parts of this Report.

CORPORATE SOCIAL RESPONSIBILITY:-

Since the Company did not reach the threshold limit of net worth or turnover or net profit during the immediate preceding financial year as stated in Section 135 (1) of the Companies Act, 2013, therefore, the Company was not required to constitute a Corporate Social Responsibility Committee. Hence, the provisions with regard CSR Committee, CSR policy and CSR spent/initiatives were not applicable to the Company for the financial year ended 2024.

RISK MANAGEMENT POLICY:

The Company has in place a process to inform the Board about the risk assessment and minimisation procedures. It has an appropriate risk management system in place for identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

EXTRACT OF ANNUAL RETURN:

Pursuant to provision of Sections 92 and 134(3)(a) of the Companies Act, 2013 (as amended), read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return in prescribed Form No. MGT-7 will be placed on Companys website on https://crazy.org.in/.

MAINTENANCE OF COST RECORD:

As per the requirements of section 148 of the Companies Act, 2013 read with the Rules, the Company is required to maintain the cost records and accordingly, such accounts and records have been maintained in respect of the applicable products for the year ended March 31, 2024.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL1 ACT. 2013:

The Company has zero tolerance towards sexual harassment at workplace and during the year under review. During the financial year 2024, the Company has not received any complaints on sexual harassment.

PATICULARS OF LOANS GIVEN. INVESTMENT MADE. GUARANTEES GIVENAND SECURITY PROVIDED:

The Particulars of loan given, investment made, guarantee given and security provided, if any, is provided in the financial statement of the Company.

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:

Your Company has one wholly owned subsidiary company namely Crazyfun Foods Private Limited and one subsidiary company namely Crazy Bakery Udyog Private Limited.

In terms of provision to sub section (3) of Section 129 of the Act, the salient features of the financial statements of the Subsidiary is set out in the prescribed Form AOC-1 which forms a part of the Annual Report in Annexure-II.

PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUT GO;

Information required to be given pursuant to section 134(3)(m) of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors report for the year ended 31st March, 2024 are given below:

A. Conservation of Energy:

a) The steps taken or impact on conservation of energy:

The Company lays great emphasis on savings in the cost of energy consumption. Therefore, achieving reduction in per unit consumption of energy is an ongoing exercise in the company. The Company ensures optimal use of energy with minimum extent of wastage as far as possible. The day-to-day consumption is monitored in an effort to save energy.

iit The steps taken bv the Company for utilizing alternate source of energy:

The Company is exploring an alternate source of energy for internal generation of power for captive consumption.

iii) The capital investment on energy conservation equipment:

The Company has not made any capital investment on energy conservation equipment.

B. Technology Absorption

The Company is always in pursuit of finding the ways and means to improve the quality and reduce the cost of its products. The company has not imported any technology during the year nor has separate independent research and development activity and hence as such no material amount of expenditure was incurred on technology and research and development activity.

C. Foreign Exchange Earnings and Outgo.

There was no earning in any foreign currency in the course of transactions during the year 2023-24.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial Statement relate and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

PARTICULARS OF EMPLOYEE:

The Requirement as prescribed under the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the Act, not applicable to the Company.

CHANGE IN THE NATURE OF BUSINESS:

During the financial year under review, there was no change in the nature of the business carried out by the Company. The Company carried out the same business as mentioned in the Memorandum of Association of the Company.

DEPOSITS:

During financial year 2023-24 under review, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 Act and the Companies (Acceptance of Deposits) Rules, 2014. Further as per the provisions of rule 2(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the details of loans taken from the directors are provided in the relevant notes of financial statement of the Company.

SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively.

DETAILS OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE. 2016:

The Company has neither filed any application nor any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016, during financial year 2023-24.

DETAILS OF DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TTME OF ONE TIME SETTLEMENT ALONGWITH REASONS:

The Company has not made any one-time settlement, therefore, the same is not applicable. ACKNOWLEDGEMENT:

Your Directors express and place on record their gratitude for the faith reposed in, and cooperation extended to, and interest shown in the operations of the Company by the Financial Institutions, Banks, Government Authorities, Customers, Business Associates and Shareholders. Your Directors also wish to place on record their sincere appreciation of the employees at all levels for their hard work, dedication and commitment throughout the year.

	By order of the Board
	For Crazy Snacks Limited
	Sd/-	Sd/-
	NAVIN KUMAR AGARWAL	UPMA AGARWAL
Date: 04/09/2024	Managing Director	Director
	DIN: 06957945	DIN: 00859037
Place: New Delhi