Crizac Ltd Directors Report

Dear Members,

The Board of Directors is pleased to present the Companys Thirteenth Annual Report and the Companys audited Financial Statement for the Financial Year (FY) ended March 31, 2024.

1. Financial Results

The Companys financial performance for the year ended March 31, 2024, is summarized below:

(Amount Rs. in Lakhs)

Particulars	Standalone		Consolidated
	March 31, 2024	March 31, 2023	March 31, 2024	March 31,2023
Revenue from Operations	34,363.78	27,409.79	53,005.23	-
Other Income	12,849.34	4,487.23	12,856.79	-
Profit/(Loss) before tax	25,463.54	14,738.47	18,403.23	-
Less: Current Tax	5,029.45	3333.00	5,136.30	-
Deferred Tax	1,680.72	394.47	1,680.72	-
Prior Period Taxation	-	-	-	-
Profit/(Loss) for the year	18,753.37	11,011.00	11,586.21	-
Add: Other Comprehensive Income (OCI)	154.70	398.72	125.46	-
Total Comprehensive Income for the year	18,908.07	11,409.72	11,711.67	-
Add: Opening Balance in Retained Earnings, Securities Premium and OCI (Adjusted)	20,997.00	9,587.28	20,997.00	-
Add/Less: Impact of transition to Ind AS	-	-	-	-
Add : Profit / (Loss) for the year	18,753.37	11,011.00	11,586.21	-
Less: Appropriation				-
Utilized for issue of bonus shares	(2,499.75)	-	(2,499.75)	-
Add/Less: Other Comprehensive Income (Net of Tax)	154.70	398.72	125.46	-
Closing Balance of Retained Earnings Securities Premium and OCI	37,405.32	20,997.00	30,208.92	-

2. Transfer to Reserve

The Board of Directors of the Company has not transferred any amount to the reserves for the year under review.

3. Operation and State of Companys affairs

The Company is a growing company providing consultancy services for overseas higher education.

There has been no change in the business of the Company during the Financial Year ending March 31, 2024.

During the year under review, the total revenue from the operations of the Company stood at Rs. 34,363.78.Lakhs, on standalone basis as compared to the previous FYs revenue from operation of Rs. 27,409.79 Lakhs on standalone basis and on consolidated basis the revenue from the operations of the Company was Rs. 53,005.23 Lakhs. The Profit After Tax (PAT) of the Company was Rs. 18,753.37 Lakhs on standalone basis as compared to the previous FYs Profit After Tax (PAT) of Rs. 11,011.00 Lakhs on standalone basis. During the current FY, the Company has increased its profit by 70.31 % on standalone basis as compared to last FY which is largely driven by managements continued strive for growth and dynamic strategies.

4. Material Changes and commitments after last audited Financial Statements

Following are the details of material developments after the last audited Financial Statements:

1. Business Process Outsourcing Agreement (BPO Agreement) dated February 21, 2024 amongst the Company and its Subsidiary i.e., Crizac UK (collectively, Parties).

The Company has entered into a Business Process Agreement with its subsidiary i.e., Crizac Ltd UK dated February 21, 2024 establishing a business relationship between the Company and Subsidiary wherein the Company provides services pertaining to recruitment of international students, in particular assessing and processing student applications for enrolment students in universities represented by the Subsidiary. In terms of the BPO Agreement, the Company shall receive GBP 50.00 from the Subsidiary for each student application processed. The BPO Agreement is valid until terminated by either Parties after giving a written notice.

2. Software Purchase Agreement (Software Purchase Agreement) dated December 19, 2023 amongst the Company and Crizac Technologies Private Limited.

The Company has entered into a Software Purchase Agreement dated December 19, 2023 with Crizac Technologies Private Limited pursuant to which the Company has acquired Central Application Management System software (CAMS). In terms of this Software Purchase Agreement, the Company has purchased all the rights, title, and interest of Crizac Technologies Private Limited in CAMS for an aggregate consideration of ? 1,035.60 million.

3. Share Purchase Agreement (SPA) dated November 20, 2023, by and between Vikash Agarwal and the Company.

The SPA was entered into between the parties for the purchase of share capital held by Vikash Agarwal in Crizac Ltd UK, a private company limited by shares incorporated and existing under the Laws of England and Wales and having its current registered office at 24 Great Chapel Street, Soho London, United Kingdom, W1F 8FS. Pursuant to the SPA, the Company has purchased 100 Equity Shares of Crizac Ltd UK for an agreed consideration of ? 63.20 million, from Vikash Agarwal, representing 100.00% of the share capital of Crizac Ltd UK. Consequently, Crizac Ltd UK has become the wholly owned subsidiary of the Company.

5. Dividend

The Board of Directors of the Company has not recommended any dividend for the year under review.

6. Consolidated Financial Statement

In accordance with the provisions of the Companies Act, 2013 (the "Act") and Consolidated Financial Statement (Ind AS 103 & Ind AS 110), the Consolidated Audited Financial Statement forms part of the Annual Report.

7. Subsidiary, Joint Venture and Associate

During the year under review, the Company has acquired 100% shares of Crizac Ltd having its registered office at 24 Great Chapel Street, Soho, London, United Kingdom, W1F 8FS, vide agreement dated 20^th November 2023.

A statement providing details of performance and salient features of the Financial Statements of Subsidiaries/ Associates/ Jointly controlled entities, as per Section 129(3) of the Act, is provided as "Annexure - I" to this Report.

The Audited Financial Statement including the Consolidated Financial Statement of the Company and all other documents required to be attached thereto is put up on the Companys website and can be accessed at https: / / www.crizac.com/investors

The Financial Statements of the Subsidiary, as required, are available on the Companys website and can be accessed at https: / /www.crizac.com/investors .

8. Change in Capital

During the year under review, the shareholders of the Company at their Extra Ordinary General Meetings approved the following changes in the capital structure of the Company:

a) Increase in Authorized Share Capital: -

The Board of Directors of the Company in their meeting held on 10 November, 2023 approved Increase in Authorized Share Capital of the Company from existing Rs. 10,00,00,000/- (Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/ - (Rupees Ten Only) each to Rs 40,00,00,000/- (Rupees Forty Crore Only) divided into 4,00,00,000 (Four Crore) Equity Shares of Rs 10/- (Rupees Ten) each ranking pari passu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

b) Issue and Allotment of Bonus Equity Shares

The Board of Directors of the Company in their meeting held on 23 November, 2023 approved Issue of Bonus Shares in the ratio of 2.5 Bonus Equity Shares for every 1 fully paid-up equity shares by capitalizing a sum not exceeding ? 24,99,75,000, subject to approval of members of the Company. Further, the shareholders of the Company at their Extra Ordinary General Meeting held on 23 November, 2023 approved the issue of Bonus Equity Shares.

c) Sub-Division of Shares

During the year under review, the Board of Directors of the Company in their meeting held on 27 November, 2023 approved Sub-Division/Split of Equity Shares of the Company from face value of Rs. 10/- each to face value of Rs. 2/- each, subject to approval of members of the Company. Further, the shareholders of the Company at their Extra Ordinary General Meeting held on 27 November, 2023 approved the Sub- Division/Split of Equity Shares of the Company.

At present, the Company has only one class of shares - equity shares with face value of Rs. 2/- each. The authorised share capital of the Company is divided into 20,00,00,000 Equity Shares of face value of Rs. 2/- each amounting to Rs. 40,00,00,000/ - and issued, subscribed and paid up equity capital of the Company is 34,99,65,000/- comprising 17,49,82,500 Equity Shares of Re. 2/- each.

9. Directors Responsibility Statement

The Board of Directors state that:

a. in the preparation of the annual accounts for the year ended March 31, 2024, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there were no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024, and of the profit of the Company for the year ended on that date;

c. the Directors 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;

d. the Directors have prepared the annual accounts on a going concern basis; and

e. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. Corporate Social Responsibility

The CSR Committee was reconstituted by the Board of Directors in its meeting held on 14th February, 2024. The newly constituted Committee consists of the following members:

1. Vikash Agarwal, Chairman and Managing Director (Chairperson)

2. Manish Agarwal, Wholetime Director & Chief Financial Officer (Member); and

3. Payal Bafna, Independent Director (Member).

The Corporate Social Responsibility ("CSR") Committees prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the Corporate Social Responsibility Policy ("CSR Policy"). The CSR Policy of the Company, inter alia, covers CSR vision and objective and also provides for governance, implementation, monitoring and reporting framework.

The Company has CSR policy and the same can be accessed on the Companys website at https: / /www.crizac.com/investors file/corporate-governance/Corporate-Social-

Responsiblity-Policy.html

In terms of the CSR Policy, the focus areas of engagement shall be eradicating hunger, poverty, preventive health care, education, rural areas development, gender equality, empowerment of women, environmental sustainability and protection of national heritage, art and culture and other need-based initiatives.

During the year under review, the Company has spent Rs. 1,75,00,000, on CSR activities.

The Annual Report on the Corporate Social Responsibility activities of the Company pursuant to Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as "Annexure-II" to this Report.

11. Contracts or Arrangements with Related Parties

All contracts / arrangements / transactions entered into by the Company during the FY with the related parties were in its ordinary course of business and on arms length basis.

During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

There were no materially significant related party transactions which could have potential conflict with the interest of the Company at large.

Members may refer Note No.45 to the Annual Standalone Financial Statement sets out related party disclosures pursuant to Ind AS. Companys policy for transactions with the related party, can be accessed at: https: //www.crizac.com/investors file/corporate-governance/Policy-on-Releated-

Party-Transaction.html

12. Risk Management

Risk management is the process of identification, assessment and prioritisation of risk followed by coordinated efforts to minimize, monitor and mitigate/ control the probability and/ or impact of unfortunate events or to maximise the realisation of opportunities. The Board of Directors reviews the risks faced by the Company and formulates risk management and mitigation procedures from time to time, which are also reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the company and its mitigation process/measures have been formulated in the areas such as business, customer, service, market, litigation, logistics, project execution, financial, human resources, environment and statutory compliance.

13. Internal Financial Controls

The Company has adequate Internal Financial Controls, commensurate with the size of the business and nature of its operations, designed to provide reasonable assurance with regard to the accuracy and completeness of the accounting records and timely preparation and provisions of reliable Financial Statements.

The Board of Directors has appointed M/s Ghoshal & Co. the Chartered Accountants as an Internal Auditor who periodically audit the adequacy and effectiveness of the internal financial controls laid down by the management and suggest improvement to strengthen the controls. Further the management regularly reviews the present controls for any possible changes and takes appropriate actions as and when required.

14. Directors and Key Managerial Personnel

During the year under review below were the changes related to directors and KMP.

Directors: -

S. No.	Name	Designation	Date of Appt/Resign	Status of change/No change
1	Manish Agarwal	Director	14/02/2024	Resignation
2.	Pinky Agarwal	Non- Executive Director	14/02/2024	Change in Designation
3.	Shakuntala Devi	Director	14/02/2024	Resignation
4.	Manish Agarwal	Whole Time Director	15/02/2024	Appointment
5.	Vikash Agarwal	Chairman & Managing Director	14/02/2024	Appointment
6.	Rakesh Kumar Agrawal	Independent Director	14/02/2024	Appointment
7.	Khusboo Sethia	Independent Director	14/02/2024	Appointment
8.	Anuj Saraswat	Independent Director	14/02/2024	Appointment
9.	Khusboo Sethia	Independent Director	14/03/2024	Resignation
10.	Payal Bafna	Independent Director	21/03/2024	Appointment

Key Managerial Personnel

S. No.	Name	Designation	Date of Appt/Resign	Status of change/No change
1	Manish Agarwal	Chief Financial Officer	15/02/2024	Appointment
2.	Vikash Agarwal	Chairman & Managing Director	14/02/2024	Appointment
3.	Kashish Arora	Company Secretary	30/09/2023	Appointment

Save and except aforementioned, there were no other changes in the Board of Directors and Key Managerial Personnel of the Company.

The Company has received declarations from all Independent Directors of the Company confirming that:

i) they meet the criteria of independence prescribed under the Act; and

ii) they have registered their names in the Independent Directors Databank.

The Company has devised the Nomination and Remuneration Policy, which is available on the Companys website and can be accessed at

https:/ / www.crizac.com/investors/corporate-governance/Policy-on-Remuneration-and- Evaluation-of-Directors-KMP-SMP.html

The Policy sets out the guiding principles for the Nomination and Remuneration Committee (NRC) for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board Members with diverse background and experience that are relevant for the Companys operations.

The Policy sets out the guiding principles for the Nomination and Remuneration Committee (NRC) for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company.

There has been no change in the aforesaid policy during the year.

15. Auditors and Auditors Report

Statutory Auditors

M/s Singhi and Co., Chartered Accountants, Statutory Auditors of the Company, (Firm Registration No. 302049E ) were appointed as Statutory Auditors of the Company for a term of 5 (Five) consecutive years in the Annual General Meeting held on September 30, 2023.

They have confirmed their eligibility and qualifications required under the Act for holding the office as Statutory Auditors of the Company.

The Notes on the Financial Statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor

The Board had appointed Riteek Baheti & Associates, the Practicing Company Secretary, as the Secretarial Auditor to conduct the Secretarial Audit for the Financial Year ended March 31, 2024. The Secretarial Audit Report for the Financial Year ended March 31, 2024, is annexed herewith marked as "Annexure III" to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

16. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy, which has been displayed on the website of the Company, https: / / www.crizac.com/investors/corporate- governance/ Dividend-Distribution-Policy.html

17. Disclosures Meeting of the Board

17 (Seventeen) meetings of the Board of Directors were held during FY 2023-24 i.e. on June 14, 2023, August 17, 2023, September 30, 2023, October 18, 2023, November 9, 2023, November 23, 2023, November 27, 2023, December 16, 2023, December 19, 2023, December 27, 2023, January 19, 2024, February 2, 2024, February 14, 2024, February 16, 2024, February 21, 2024, March 21, 2024, and March 26, 2024. The maximum time gap between any two meetings was not more than 120 days.

(a) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises of Mr. Vikash Agarwal (Chairperson), Mr. Manish Agarwal (Member), Mrs. Payal Bafna (Member). During the year, the Committee has met on September 30, 2023, and November 9, 2023.

(b) Audit Committee

The Audit Committee comprises of Mr. Rakesh Kumar Agrawal (Chairperson), Mr. Anuj Saraswat (Member), Mr. Manish Agarwal (Member). During the year, the Committee has met on February 16, 2024, February 21, 2024, March 21, 2024, and March 26, 2024.

18. Committees of the Board

The Company has constituted/reconstituted various Board-level committees in accordance with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, 2015. The Board has the following committees as under:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

iv. Risk Management committee

v. Corporate Social Responsibility Committee

vi. IPO Committee

19. Whistle-Blower Policy

The Company has established an effective Whistleblower policy and procedures for its Directors and employees. The Whistleblower policy of the Company provides for adequate safeguards against victimization of Directors, employees and third parties who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

The Whistleblower policy may be accessed on the Companys website at: https: / / www.crizac.com/investors/corporate-governance/Whistleblower-Policy.html

20. Particulars of Loan given, Investment made, Guarantees given and Securities provided

Particulars of loans given, investments made under the provisions of the Section 186 of the Act during the year are provided in the Standalone Financial Statement (please refer to Note Nos. 12 and 45 of the Standalone Financial Statement).

There has been no guarantees given and securities provided during the year by the Company.

21. Energy Conservation, Technology Absorption, and Foreign Exchange Earnings and Outgo

A. Conservation of Energy:

(i) Steps taken for conservation of energy:

During the year under review, the Company was not engaged in any manufacturing or processing activity. Considering the nature of the Companys business, there is no reporting to be made on conservation of energy in its operations.

Notwithstanding this, the Company recognizes the importance of energy conservation in decreasing the adverse effects of global warming and climate change. The Company carries on its activities in an environmentally friendly and energy efficient manner.

(ii) Steps taken by the Company for utilizing alternate sources of energy:

Nil

(iii) The capital investment on energy conservation equipment:

Nil

B. Technology Absorption:

(i) Major efforts made towards technology absorption:

The Company has not entered into any technology agreement or collaborations.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

None

(iii) Information regarding imported technology (imported during last three years):

None

(iv) Expenditure incurred on research and developments:

None

C. Foreign Exchange Earnings and Outgo:

(Rs. in Lakhs)

Particulars	FY 2023-24	FY 2022-23
Foreign Exchange earned in terms of actual inflows	34363.78	27409.78
Foreign Exchange outgo in terms of actual outflows	-	6.65

22. Secretarial Standard

The Directors state that applicable Secretarial Standard, i.e. SS-1 and SS-2 relating to the "Meeting of the Board of Directors" and "General Meeting", respectively, have been duly followed by the Company.

23. Annual Return

As required under Section 134(3)(a) of the Act, the Annual Return is available on the Companys website and can be accessed at https: / / www.crizac.com/investors.

24. General

The Board of Directors states that no disclosure or reporting is required in respect of the following items as there were no transactions or applicability on these items during the year under review:

i. Details relating to deposits covered under Chapter V of the Act;

ii. Issues of Equity Shares with differential rights as to dividend, voting or otherwise;

iii. Issues of Shares (including Sweat Equity Shares and ESOP) to employee of the Company under any scheme;

iv. Significant or material orders were passed by the Regulators or Court or Tribunals which impact the going concern status and Companys operations in future;

v. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company;

vi. Scheme of provision of money for the purchase of its own Shares by employees or by trustees for the benefit of employees;

vii. Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company;

viii. Instances of transferring the funds to the Investor Education and Protection Fund;

ix. Issue of debentures/bonds/warrants/ any other convertible securities;

x. Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

xi. Instance of one-time settlement with any Bank or Financial Institution.

xii. The Company is not required to maintain cost records in terms of Section 148(1) of the Act;

xiii. Statement of deviation or variation in connection with preferential issue.

xiv. The Company is not required to provide details in terms of Section 197(12) of the Act;

25. Disclosure pertaining to the Sexual Harassment of Women at Workplace (Preventing, Prohibiting and Redressal) Act, 2013

There were no cases/ complaints filed during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("under the said Act"). Further, the Company has constituted an Internal Complaints Committee as required under the said Act. No complaints were received by the Committee as on March 31, 2024.

26. Acknowledgement

The Board of Directors would like to express their sincere appreciation for the assistances and co-operation received during the year under review. The Board of Directors also wish to place on records their deep sense of appreciation for the committed services by the Companys executives and staff.

	For and on behalf of the Board of Directors
	Sd/-	Sd/-
	Dr. Vikash Agarwal	Manish Agarwal
	Director	Director
	DIN:03346531	DIN: 03043680
Dated: 01-08-2024	Place: Kolkata	Place: Kolkata