Your Directors have pleasure in presenting the 38th Board's Report of M/s Crayons Advertising Limited (Formerly known as M/s Crayons Advertising Private Limited (“the Company”) for the financial year ended 31^st March 2024.

1. Financial Review

Standalone (IN Rs lacs)

The company has reported a standalone revenues of Rs. 20,154.90 Lacs in FY 2023-24, as compared to revenue of Rs. 27,568.45 in FY 2022-23 with a decline of 26.89% YoY basis. Despite of decrease in the revenue during the FY 2023-24, the EBITDA margin of the company for FY 2024 is increased by 8.58% and the Net Profit during the period is also increase by 1.87%.

Consolidated

The company has reported a Total Consolidated Income of INR 23392.04 Lacs during the financial year 2023-24. EBITDA of the company during the period under review is INR 2131.83 Lacs and the Net Profit of the period under review is INR 1,755.00 Lacs.

Kev Financial Ratios

Standalone

Return on Net Worth for FY 2024 is 0.16 whereas the Return on Capital Employed if 0.69. As the company has reduced its debts during last 2 financial years, the total debt to equity ratio came to 0.14. Further the Interest Coverage Ratio of the company for FY 2024 is reduced to 11.33 which is very impressive. Current ratio of the company is increased to 2.15 which shows that's the current assets of the company is more than current liabilities. During FY 2024 EPS (Earning Per Share-Diluted) is 7.21.

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, 2024 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. 1690.29 (in lacs) during the current financial year 2023-24. 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, 2024, there are 6 (Three) Directors in your Company. The detail is as under:

None of the directors are disqualification under section 164 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:

Change in Board of Directors during financial year 2023-24:

There is no change in the Board of Directors of the company during the year under review.

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. Atul Jeevandhar Kumar Hegde (Non-Executive Non Independent Director) (DIN: 02699927) is liable to retire by rotation and being eligible, seeks re-appointment at the ensuing AGM. Mr. Atul Jeevandhar Kumar Hegde is not disqualified under Section 164 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, share holdings 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 shares.

7. ISSUE OF SHARE WARRANTS

During the year under review 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.

8. PUBLIC DEPOSITS

The Company has not accepted any deposit during the period started from 1^st April, 2023 to 31^st March, 2024.

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 31.03.2024 and part of annual report.

11. CORPORATE GOVERNANCE

Your Company's 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 Vasisht & Associates. a 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 Board's 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 Company's 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 15 (Fifteen) 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 2023-24, following general meetings held:

1. Annual General Meeting: 28^th day of September, 2023

2. EGM Date: During the year under review, One EGM was held on, 14^th December, 2023

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 a 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 arm's 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 Company's website and may be accessed at: https://thecrayonsnetwork.com/assets/downloads/Policy-on-MateriaMty-of-RPT-and-deaMng-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 equipment's: 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 2023-24, 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: NIL

Foreign Exchange Outgo: INR 156.86 Lacs

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 Company's 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 received declarations from Independent Directors in accordance with Section 149(7) of the Companies Act, 2013 and Listing Regulations, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Listing Regulations.

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. DECLARATION FROM INDEPENDENT DIRECTORS

The Company received declarations from Independent Directors in accordance with Section 149(7) of the Companies Act, 2013 and Listing Regulations, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Listing Regulations.

29. STATUTORY AUDITORS:

M/s SS Kothari Mehta & Company, Chartered Accountants (Firm Registration No. 000756N) was appointed as the Statutory Auditors of the Company for a term of 5 (Five) years from the conclusion of 33^rd Annual General Meeting till the conclusion of the 38th Annual General Meeting of the Company to be held in the year 2024 at a remuneration as may be mutually agreed upon between the said Auditors and Board of Directors of the Company. The term of 5 years of the Statutory Auditors completed during the current year.

The Board of Directors has 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) year 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, subject to the approval of the Shareholders in the ensuing Annual General Meeting.

30. 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 Vasisht & Associates, Company Secretaries as the Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for the FY 2023-24. 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

31. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, the Company had appointed M/s Mahadev Bhansali & Co., the Chartered Accountants, as the Internal Auditors of the Company for the FY 2024-25.

32. AUDITOR'S REPORT

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

33. EXPLANATION TO AUDITOR'S REMARKS

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

34. DETAILS ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company's CSR activities are primarily done through NGO's. 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 2023-24 on CSR Activities, as stipulated under the Act forms an Integral part of this Report and is appended as Annexure-H.

35. 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.

36. 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

37. 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.

38. 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 Company's Operations in future.

39. 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.

40. SECRETARIAL STANDARDS

The Company has complied with all the Secretarial Standards issued till the end of financial year 2023-24.

41. 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 2021-22 prepared in accordance with Section 92(1) of the Act is available on the website of the Company at https://admin.thecrayonsnetwork.com/downloads/61-Annual-Return-FY-2024.pdf

42. 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 Company's Website at the link: https://thecrayonsnetwork. com/assets/downloads/Whistle-Blower-Policy.pdf

43. 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

44. 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

45. 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 2023-24, 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, 2024 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.

46. 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 (Formerly known as Crayons Advertising Private Limited)

Sd/-

Kunal Lalani

Place: New Delhi (Chairperson cum Managing Director)

Date: 05.09.2024 DIN: 00002756