CRP RISK MANAGEMENT LIMITED

Your Directors have pleasure in presenting their Annual Report of the Company together with
the Audited Statements of Accounts for the Financial Year ended 31st March, 2022.

1. THE FINANCIAL RESULTS OF THE COMPANY:

2. RESULT HIGHLIGHTS

During the year the Company has generated revenue from operations of Rs. 34,08,76,709/-
(including other income) and earned net profit after tax Rs. 38,50,830/- as compared with the
corresponding figures in the previous year of Rs. 30,11,54,610/- and Rs. 80,83,762/-
respectively. The total revenue is increased by Rs. 2,63,64,821/- as compared with last year
as well as net profit after tax also decreased by Rs. 7,69,86,932/- as compared with last year.

3. BUSINESS AND OPERATION OF THE COMPANY

CRP Risk Management Limited (CRP) (Previously known as CRP Technologies (India)
Limited) was incorporated in the year 2000 in Mumbai. The Company is among India’s
leading risk mitigation consulting and Human Resource solutions providers. The Company is
specialize in offering customized solutions to our corporate clients, based on their key risk
frameworks. With a pan-India presence, offices across all major cities, and a proprietary
network of field officers, The Company is one of the few entities in the country which is able
to operationalize solutions for clients. Over the last decade, CRP has evolved from being a
basic ‘credit-check’ entrepreneurial start-up an integrated risk mitigation organization;
working with close to 300 leading Indian and Multinational Corporations and also have
Veterinary division [CVD] which is a logical extension of the promoter’s historical family
business. It has positioned itself as a premier market CVD and offers a unique combination
of strengths not only restricted to sales but also robust market intelligence which helps our
partners to penetrate new markets and customers at best possible timelines.

4. DIVIDEND

The Board of Director of the company has not proposed any dividend for the financial year
ended March 31, 2022 due to loss incurred by the company.

5. TRANSFER TO RESERVE

The company has transferred the amount of Rs. 38,50,830 /- to the reserves for the financial
year ended March 31, 2022.

6. SHARE CAPITAL

The present Authorized Capital of the Company is Rs. 21, 00, 00,000 divided into 2,10,00,000
Equity Shares of Rs.10.00 each.

The present Issued, Subscribed & Paid-up Capital of the Company is Rs. divided into
17,48,49,000 Equity Shares of Rs. 10.00 each. During the year under review, no change took
place in the authorized and paid-up share capital of the Company

7. SIGNIFICANT EVENTS DURING THE F.Y.2021-22

There was no major event in the company during the financial year.

8. SUBSIDIARY COMPANY

The Company does not have any subsidiary Company

9. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company during the financial year

10. ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92 (3) of the Act read with Rule
12 of Companies (Management and Administration) Rules, 2014, the Annual Return (Form
MGT-7) for the financial year 2021-2022 is available on the company’s website https:
https://www.crp.co.in/ .

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company has optimum combination of Independent Directors, Non - Executive
Director, Whole Time Director and Executive Director for smooth functioning of Company.

Composition of Board of Director and Key Managerial Personnel (KMP) as of March 31,
2022

The composition of Board complies with the requirements of the Companies Act, 2013
(“Act”). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is
exempted from the requirement of having composition of Board as per Regulation 17 of
Listing Regulations. None of the director of the Company is serving as a Whole-Time
Director in any other Listed Company and the number of their directorship is within the
limits laid down under section 165 of the Companies Act, 2013.

Retirement by rotation and subsequent re-appointment

Mr. Sayyed Mohammed Raza (DIN: 02497549), Executive Director, is liable to retire by
rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other
applicable provisions, if any, of the Companies Act, 2013, read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force), and being eligible
have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the
shareholders of the Company at the ensuing AGM. The brief resume of the director and
other related information has been detailed in the Notice convening the ensuing AGM of
the Company.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial
Standard, of the person seeking re-appointment/ appointment as director are also provided
in Notes to the Notice convening the 22^nd Annual General meeting.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act, 2013, the Company has Ms. Sayyed
Mohammed Raza, Mr. Hitesh Parmananda Asrani and Ms. Ankita Chopra are acting as
Managing Director, Chief Financial Officer and Company Secretary respectively.

12. DETAILS OF BOARD MEETINGS

The Board of the Company regularly meets to discuss various Business opportunities.
Additional Board meetings are convened, as and when required to discuss and decide on
various business policies, strategies and other businesses.

During the year under review, 6 (Six) Board meetings were held dated 21/07/2021,
11/08/2021, 27/10/2021, 11/12/2021, 20/12/2021 and 20/1/2022, properly convened &
held.

The details of attendance of each director at the Board Meetings are given below:

The gap between two consecutive meetings was not more than one hundred and twenty days
as provided in section 173 of the Act.

13. COMMITTEES OF THE BOARD:

The Company has 3 Board Level Committees. All decisions and recommendations of the
Committees are placed before Board for information and approval. The role and composition
of these Committees, including the number of meetings held during the financial year and the
related attendance, are provided below:

I. Audit Committee

The Audit Committee has played an important role in ensuring the financial integrity of the
Company. The Audit Committee’s role includes oversight of the financial reporting process,
the audit process, the adequacy of internal controls, transactions with related parties and
compliance with applicable laws and regulations..

The Audit Committee has been constituted in line with the provisions of Section 177 of the
Companies Act, 2013. The members of the Audit Committee are financially literate and have
requisite experience in financial management. The Audit Committee meets the Statutory
Auditor and the Internal Auditor independently without the management at least once in a
year. All the recommendations made by the Audit Committee were accepted by the Board.

During the year under reference, 4 (Four) Audit Committee meetings were dated August
112021, December11, 2021, December 20, 2021 and January 20, 2022 properly convened &
held.

The Composition of the Audit Committee and the attendance of the Members of the
Committee during the financial year ended March 31, 2022, are detailed below:

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever
requires. Company Secretary and Chief Financial Officer of the Company are the regular
invitee at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the
Board of Directors.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of unethical
behavior actual or suspected fraud or violation of Company’s Code of Conduct. Further the
mechanism adopted by the Company encourages the Whistle Blower to report genuine
concerns or grievances and provide for adequate safe guards against victimization of the
Whistle Blower who avails of such mechanism and also provides for direct access to the
Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism
is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been
denied access to the Audit Committee of the Board. The Whistle Blower Policy of the
Company is available on the website of the Company i.e. www.crp.co.in.

II. Stakeholder’s Relationship Committee

The Stakeholder’s Relationship Committee is not formed as per SEBI (Listing obligation
and disclosure requirements) Regulation 2015.

III. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is not formed as per SEBI (Listing
obligation and disclosure requirements) Regulation 2015.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of
their knowledge and belief and according to the information and explanations obtained
/received from the operating management, your Directors make the following statement
and confirm that-

a) in the preparation of the Annual Accounts, 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 end of the financial year and of
the profit and loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act 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 laid down Internal Financial Controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and

f) 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.

15. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Surendra Hegde and Mr. Hemant Gada are the Independent Directors on the Board of
the Company. Both the Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16
(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, hereinafter referred to as ‘Listing Regulations’. In the
opinion of the Board, they fulfil the conditions of independence as specified in the Act and
the Listing Regulations and are independent of the management. Further, the Independent
Directors have complied with the Code for Independent Directors prescribed in Schedule
IV to the Act

Meeting of Independent Directors

The Board of Directors of the Company meets once in every Financial Year without the
presence of Executive Directors and Management of the Company. The role of the
Directors is as per the provisions of Companies Act, 2013 as well as the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. The meeting of Independent Directors was held on December 20, 2021.

Familiarization Programme

The Company has put in place a system to familiarize the Independent Directors about the
Company, its products, business operations in emerging markets, Quality Control and on¬
going events relating to the Company

Annual Evaluation of the Board;

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015, the Board conducted the Annual Evaluation
of the Board, on its own performance and of the Directors, individually as well as the
evaluation of the working of the Committees of the Board. Structured questionnaire was
prepared after taking into consideration various aspects of Board’s functioning,
composition of Board and Committees, culture, execution and performance of specific
duties, obligations and governance. The Board of Directors expressed their satisfaction.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal controls in place, commensurate with the
size and nature of its business. These controls have been designed to provide a reasonable
assurance with regard to maintaining of proper accounting controls for ensuring reliability
of financial reporting, monitoring of operations, protecting assets from unauthorized use or
losses, compliance with regulations.

17. CODE OF CONDUCT

The Company’s Code of Conduct, as adopted by the Board of Directors, is applicable to all
Directors, Senior Management and Employees of the Company. The Code of Conduct of
the Company covers substantial development, disclosure of material information, integrity
of financial reporting, continuous improvement of the internal control system and sound
investor relations.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company doesn’t require to spend any CSR amount as per Section 135 of the
Companies act, 2013 read with Schedule VII. The average profit preceding 3 years are
negative of Rs. -1,14,75,175/- and thus company doesn’t required to make any CSR
provision.

19. KEY MANAGERIAL PERSONAL

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company are Mr.
Hitesh Asrani, Chief Financial Officer, Mr. Sayyed Raza, Managing Director & Ankita
Chopra has been appointed w.e.f. July 22, 2021 as a Company Secretary of the Company.

20. PARTICULARS OF EMPLOYEES

As the Company’s securities were listed on SME platform of BSE Limited w.e.f. January
31, 2018. The information as per Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
applicable to the Company for the financial year 2021-2022, details of such is given in
Annexure III.

21. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal
of complaints of sexual harassment at workplace. The Company has not received any
complaint on sexual harassment in FY 21-22. Corporate Governance Report Since the
Company has listed its securities on SME platform of BSE Limited during the year under
review, the provisions of Corporate Governance as specified in regulations 17 to 27 and
clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V
of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, are not applicable to the Company for the financial year
ended March 31, 2022

22. RISK MANAGEMENT POLICY

In terms of the requirement of the Act, the Company has developed and implemented the
Risk Management Policy and the Audit Committee of the Board reviews the same
periodically.

The Company has in place a mechanism to identify, assess, monitor, and mitigate various
risks to business objectives. Major risks identified by the business and functions are
systematically addressed through mitigating actions on a continuous basis. They are
discussed at the meetings of the board of directors of the company.

The Company’s internal control systems are commensurate with the nature of its business
and the size and complexity of its operations. These are routinely tested and certified by
statutory as well as Internal Auditors. Significant Audit observations and follow-up actions
thereon are reported to the Board. The Board of Directors reviews the adequacy and
effectiveness of the company’s internal control environment and monitors the
implementation of audit recommendations.

23. MANAGEMENT DISCUSSION AND ANALYSIS

The field related activities including employee background screening, verifications &
diligence continued to struggle with the industry output on projects & growth taking a steep
downturn. The hiring numbers in this period have been drastically lower and are struggling
to reach the pre Covid-19 benchmarks. This is primarily due to the fact that there is limited
lateral movement of employees as a lot of companies have laid of employees and this has
led to a higher degree of job security in the market.

The trading division has been a good decision of the past which has continued to strengthen
our muscle till the time our services bounce back.

24. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL
POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF
REPORT

There have been no material changes and commitments, if any, affecting the financial
position of the Company between the end of the financial year to which the financial
statements relate and the date of report.

25. ASSOCIATE AND SUBSIDIARY COMPANIES

During the year under review, your company does not have any Subsidiary, Joint Venture
Company or Associate Company as on 31st March, 2022 and any information for this
purpose is not applicable to the company.

26. DEPOSITS

During the year under review, your Company did not accept any deposits in terms of
Section 73 of the Companies Act, 013 read with the Companies (Acceptance of Deposit)
Rules, 2014.Therefore the requirement for furnishing of details of deposits which are not
in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

During the year under review the Company has not entered into related party transactions
as per the provisions of Section 188 of the Companies Act, 2013. Thus, disclosure in Form
AOC-2 is not required. Further there are no materially significant related party transactions
during the year under review made by the Company with Promoters, Key Managerial
Personnel or other designated persons which may have a potential conflict with the interest
of the Company.

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
form part of the notes to the financial statements provided in this Annual Report.

29. SECRETARIAL AUDITOR

The Board of Directors of the Company has appointed M/s. Amruta Giradkar & Associates,
Practicing Company Secretary; to conduct the Secretarial Audit and his Report on
Company’s Secretarial Audit Report is appended to this Report as ANNEXURE IV.

The report in respect of the Secretarial Audit carried out by Pimple & Associates, Company
Secretaries in Form MR-3 for the Financial Year 2021-22 forms part to this report as
Annexure II. The said report contains observation or qualification requiring explanation or
comments from the Board under Section 134(3) of the Companies Act, 2013.

Forms mandated to be filed during FY 2021-22, were not filed which includes, MGT-7,
MSME, DPT-3, MGT-15, MGT-14 and any other event based forms, prescribed under the
act.

The Company has also not spend the CSR amount of Rs. Rs. 2,61,094/ which was required
to be spend as per section 135(1) of companies act 2013, for financial year 2020-21.

Also following compliances as per SEBI (LODR) on BSE has not done within the stipulated
time:

a. Regulation 13(3): There were delay in submitting Investor Grievance Status for June
quarter during the FY.

b. Regulation 76: There were delay in submitting Reconciliation of Share Capital Audit
Report for June quarter during the FY.

c. Regulation 27(2): There were delay in submitting non applicability certificate for First
three quarters as required under this regulation during the FY.

d. Regulation 31: There were delay in submitting Share Holding pattern for Half Year
ended September 2021 during the FY.

e. Regulation 46: Website of the Company though being functional does not have certain
contents and disclosures as required under Regulation 46 of SEBI (LODR), 2015.

f. Regulation 33: There is a delay in submission of financial results for year ended on
March 31, 2022.

g. Regulation 34(1): There is a delay in submission of Annual Report for year ended on
March 31, 2022.

h. Certificate of Non Disqualification & Large entity (non-applicability) certificates were
not submitted during the previous FY.

i. Company also not formed the Stakeholder’s Relationship Committee & Nomination
and Remuneration Committee, which is required to form as per SEBI (Listing
obligation and disclosure requirements) Regulation 2015.

j. The Company was not appointed the company secretary from the date of July 31, 2019
till the date of July 21, 2021.

BSE has levied a Fine / Penalty (and continuing until submission) for various non¬
compliances mentioned above. The same remains unpaid and as per explanation given to
us, company has sought relief in penalties. Also, the Company’s shares are debarred from
Trading and are Suspended, until compliance is made good.

30. AUDITORS & REPORT OF THE AUDITORS:

In terms of section 139 of the Companies Act, 2013 read with the Companies (Audit and

Auditors) Rules, 2014, M/s. RAK Champs & Co. LPP. Chartered Accountant, (Firm
Registration No. 131094W) was appointed as the statutory auditors of the Company to hold
office for one term of 5 years.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s.
RAK Champs & Co. LPP, Chartered Accountants (FRN: 131094W), Statutory Auditors, in
their Report on the accounts of the Company for the year under review. The observations
made by them in their Report are self- explanatory and do not call for any further
clarifications from the Board.

31. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

Conservation of Energy: In its endeavor towards conservation of energy, the Company
ensures optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption: The Company has not carried out any research and development
activities.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings & Outgo during the year are as under:

a. Earnings - Nil

b. Outgo - Nil

32. LISTING:

The Company’s shares are listed with the BSE having nationwide trading terminal under
SEBI (ICDR) Regulation 2009. During the year under review, the Company’s Equity
Shares were listed at BSE Limited however trading in the share of company is suspended.
(SME listed company).

33. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and Company's operations in future.

34. INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company's policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the accuracy and completeness
of the accounting records, and the timely preparation of reliable financial disclosures

35. REPORT ON CORPORATE GOVERNANCE:

The provisions relating to Corporate Governance are not applicable to the Company.
Accordingly, your Company is not required to submit the Corporate Governance Report
with this Annual Report. However, keeping in view the objective of encouraging the use of
better practices, your Company has decided voluntarily to adopt and disseminate disclosure
of Corporate Governance which not only serve as a benchmark for the corporate sector but

also help the Company in achieving the highest standard of Corporate Governance.

36. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place the “Policy on Prevention of Sexual Harassment at the
Workplace” in line with the requirements of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under
review, no complaints were received by the Committee for Redressal.

37. ACKNOWLEDGEMENT:

Your Directors wish to express their grateful appreciation for co-operation and support
received from customers, financial institutions, Banks, regulatory authorities, customers,
vendors and members and the society at large. Deep sense of appreciation is also recorded
for the dedicated efforts and contribution of the employees at all levels, as without their
focus, commitment and hard work, the Company’s consistent growth would not have been
possible, despite the challenging environment.

For & on behalf of the Board of Directors
CRP Risk Management Limited

Place: Mumbai Hitesh Asrani Sayyed Raza

Date: November 09, 2023 Director Director

DIN: 00561701 DIN: 02497549