Cressanda Railway Solutions Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors take pleasure in presenting the 40^th Annual Report along with the Audited Standalone and Consolidated Financial
Statements for the year ended 31^st March, 2025.

HIGHLIGHTS OF FINANCIAL PERFORMANCE ON
STANDALONE BASIS

• Total Revenue: During the Financial Year 2024-25, the total
revenue of the Company is decreased by 74.70% from ?9,854.94
Lakhs to ?2,493.78 Lakhs as compared to the previous Financial
Year 2023-24. The revenue has decreased mainly on account of
the Company has not carried out trading of food grains during
the financial year 2024-25 and the Company has carried out its
business activities of the company in the main segments i.e.,
Railway Auxiliary Services.

• Expenditure: During the year, total expenditure has decreased
by 73.29% from ?9,230.30 Lakhs in FY 2023-24 to ?2,465.02
Lakhs in the current FY 2024-25. The decrease in expenses is
largely on account of the decrease in purchase of trading of
food grains and the decrease in employee benefit expenses,
however, other expenses have increased from ?1,360.31 Lakhs
in FY 2023-24 to ?2,236.73 Lakhs in FY 2024-25.

• Employee benefits expenses: During the year under review,
the Employee benefits expenses decreased by 12.88% from
?203.83 Lakhs to ?177.56 Lakhs as compared to the previous
financial year. The key reason for decrease is because of non¬
continuation of trading of food grains business.

• Finance Cost: The finance cost decreased by 14.02% from
8.34 Lakhs in FY 2023-24 to ?7.17- Lakhs as compared to the
previous FY 2023-24.

• Operational & other Expenses: The operational & other
expenses increased by 64.43% from ? 1,360.31 Lakhs to
?2236.73akhs as compared to the previous FY 2023-24 mainly
on account of licensee fees.

• Profit before Tax: During the year, there is decrease in the
Profit before Tax by 95.51% for ?43.17 Lakhs as compared
to of ?962.34 Lakhs in the previous FY 2023-24 on non¬
continuation of trading of food grains business from the
previous financial year.

• Non-Current Liabilities: The non-current liabilities have
decreased by 66.40% from ?29.29 to ?9.84 Lakhs as compared
to the previous FY 2023-24 owing mainly to lease liabilities.

• Current Liabilities: The current liabilities have decreased
from ?5,293.18 Lakhs to ?1,146. 91 Lakhs as compared to the
previous FY 2023-24

• Non-Current Assets: The non-current assets have decreased
from ?4.574.97 Lakhs to ?3,325. 73 Lakhs as compared to the
previous FY 2023-24.

• Current Assets: The current assets have decreased by 13.86%
from ?15,380.49 Lakhs to ?13,248.62 Lakhs as compared to the
previous FY 2023-24.

SUMMARISED PROFIT AND LOSS ACCOUNT

Particulars	Standalone		Consolidated
	31-03-2025	31-03-2024	31-03-2025	31-03-2024
Revenue from Operations (Net)	2,045.55	9,344.59	3,246.4	20,466.58
Other Income	448.23	510.34	449.47	511.64
Total Income	2,493.78	9,854.94	3,695.87	20,978.22
Earnings before Interest, Depreciation and Tax (EBIDTA)	87.71	1,002.42	100.39	1,607.04
Less: Interest	7.17	8.34	8.39	9.75
Less: Depreciation	37.37	31.73	37.92	39.42
Profit Before Tax	43.17	962.35	54.08	1,557.87

Particulars	Standalone		Consolidated
	31-03-2025	31-03-2024	31-03-2025	31-03-2024
Less: Current Tax	11.17	17.35	14.00	177.9
Deferred Tax	0	0.42	0	0.42
Net Profit for the Year	32	944.58	40.08	1,379.55
EPS (Equity Share of ?1/- each)
Basic	0.01	0.23	0.01	0.346
Diluted	0.01	0.23	0.01	0.346

COMPANY''S AFFAIRS & REVIEW OF OPERATIONS

The business of the company is continuing as a going concern.
The company is the first and only listed company offering Railway
Auxiliary Services and leading digital media breakthroughs. The
company has demonstrated incredible growth, value and potential
for shareholders, partners, investors and other stakeholders.
Cressanda Railway Solutions Limited is an innovative, and
technology-driven company and a pioneer in it''s field.

The Company in its pursuit to achieve its goals has expanded
its working areas and has secured a bid for a large institutional
concierge opportunity to enhance the overall customer experience.

Cressanda joined hands with Broadcast Engineering Consultants
India Limited (BECIL) a Govt. of India Enterprise under the Ministry
of Information and Broadcasting, and signed a joint consortium to
bid for a marquee tender from the Ministry of Railways.

Cressanda has

• secured a 5 years contract with Eastern Railway with a right to
extend it for a further period of 5 years.

• right to provide onboard Wi-Fi, internet services and Content
on Demand in Mail/Express and premium trains.

• the right to advertise on the interior/exterior surfaces of over
500 Mail Express/Premium trains/I ntercity trains/Local trains.

• right to provide a bouquet of services comprising on-board sale
of non-catering travel related items.

Under Eastern Railways Agreement, Cressanda covers 4 divisions,
which cover 18 zones connecting several states and cities.

With over 40 years of commitment to innovation, Cressanda aims
to scale new heights and surpass industry milestones in the years
to come. As an end-to-end Rail Media Powerhouse, the company
drives media innovation in Railways by integrating the cutting-
edge tech into this fast-paced market.

DIVIDEND

In order to conserve resources, your directors do not recommend
any dividend for the Financial Year 2024-25 and propose to retain
the profits for future requirements of the Company. (Previous Year:
NIL)

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) I n the preparation of the annual financial statements for
the year ended March 31, 2025 the applicable accounting
standards have been followed;

b) Appropriate accounting policies have been selected, applied
consistently and judgment and estimates have been made
that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company as at March 31,
2025 and of the profit of the company for the year ended on
that date;

c) Proper and sufficient care has been taken 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 annual financial statements have been prepared on a
going concern basis;

e) Proper internal financial controls were in place and
the financial controls were adequate and operating
effectively; and

f) Proper systems to ensure compliance with the provisions
of all applicable laws were in place and were adequate and
operating effectively.

CAPITAL STRUCTURE AND LISTING AT STOCK
EXCHANGE

The Authorized Equity Share Capital of the Company as on 31^st
March 2025 was ?7,000.00 Lakhs divided into 70,00,00,000 equity
shares of ?1/- each. The paid-up Equity Share Capital of the
Company as on 31^st March, 2025 was ?42,31,44,706 divided into
41,49,02,690 fully paid-up equity shares of ?1/- each and 82,42,016
partly paid-up shares of ?10/- each.

The entire equity shares of the company continue to remain listed
on BSE Ltd. (Scrip Code: 512379). The company has paid the Annual
Listing Fees to BSE Ltd. for the year 2024-25 and the Custodian fee
to the CDSL and NSDL for the financial year 2024-25. The shares of
the Company are regularly traded at BSE Ltd.

During the year under review, the Company has forfeited 8,18,504
partly paid-up equity shares issued pursuant to the Rights Issue,
on which the holders thereof failed to pay the balance call money
in pursuant to the final call money cum forfeiture notice dated 6^th
August 2024.

CHANGES IN RESERVES

There is no mandatory requirement for transfer of the profits to the
general reserves, therefore, to provide an open-ended opportunity
to utilize the profits towards the Company activities, during the
year under review the Board have not considered appropriate to
transfer any amount to the general reserves or any other reserves.

FINANCE

Cash and cash equivalent of the Company as at 31^st March, 2025
is ?22.25 Lakhs (Previous year ?28.04 Lakhs). Your Company
continues to focus on the management of its working capital.
Further, receivables, inventories and other working capital
parameters are kept under continuous monitoring.

DEPOSITS

Your Company has not accepted deposit from the public falling
within the ambit of Section 73 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules, 2014 and
there were no remaining unclaimed deposits as on 31^st March,
2025. Further, the Company has not accepted any deposit or loans
in contravention of the provisions of Chapter V of the Companies
Act, 2013 and the rules made there under.

S. No.	Particulars	Amount in f
1.	Details of Deposits accepted during the year	Nil
2.	Deposits remaining unpaid or unclaimed at the end of the year	Nil
3.	Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year	N.A.
4.	Deposits not in compliance with law	N.A.
5.	NCLT/ NCLAT orders with respect to depositors for extension of time and penalty imposed	N.A.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The company has made investments and provided loans and
advances, which are within the limit as prescribed under the
provisions Section 186 of the Companies Act, 2013.

Details of the Loans and investment made by the company
has been given in the financial statements attached with the
Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In view of the profits, your Company was required to undertake
"Corporate Social Responsibility" (CSR) activities during the year
2024-25 as required under the provisions of Section 135 of the
Companies Act, 2013 and the rules made thereunder. The Annual
Report on CSR activities is annexed herewith as “Annexure A”.

The CSR Policy is available at https://www.cressanda.com/docs/
csr-policy-cressanda/ .

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has in place a Policy for prevention of Sexual
Harassment at the workplace in line with the requirements of
the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013 ("SHOW"). As per the
requirement of the "SHOW" and Rules made thereunder, your
company has constituted Internal Complaints Committees (ICC).
All employees (permanent, contractual, temporary, trainees) are
covered under this policy.

Statement showing the number of complaints filed during the financial year and the number of complaints pending as on the end of
the financial year is shown as under:

	No. of complaints	No. of complaints	No. of complaints	No. of complaints
Category	pending at the beginning	filed during the	disposed of during	pending at the end
	of the FY 2024-25	FY 2024-25	FY 2024-25	of the FY 2024-25
Sexual Harassment	Nil	Nil	Nil	Nil

Since, no complaint is received during the year which is appreciable as the management of the company endeavour to provide safe
environment for the female employees of the company.

RISK MANAGEMENT

The Board has formed a Risk Management Committee (RMC)
to frame, implement and monitor the risk management plan
for the Company. The RMC is responsible for reviewing the risk
management plan and ensuring its effectiveness. The Audit
Committee has additional oversight in the area of financial
risks and controls. The major risks identified by the businesses
are systematically addressed through mitigation actions on a
continual basis.

The Risk Management Policy is available on Company''s website at
www.cressanda.com.

INTERNAL CONTROL ADEQUACY

The details in respect of internal financial controls system and
their adequacy are included in the Management Discussion and
Analysis Section, which forms part of this Annual Report.

INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS

The Company has an Internal Control System, commensurate
with the size, scale and complexity of its operations. The Company
has appointed Internal Auditors and the scope and authority of
the Internal Audit (IA) function is defined in the procedure and
appointment letter. To maintain its objectivity and independence,
the Internal Audit function reports to the Chairman of the Audit
Committee of the Board.

Based on the report of internal audit and process, the company
undertakes corrective action in their respective areas and thereby
strengthens the controls. Significant audit observations and
corrective actions thereon, if any, are presented to the Audit
Committee of the Board.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Vigil Mechanism/
Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any. The details of the Vigil Mechanism Policy
are annexed to the Board Report as “Annexure B” and are also
posted on the website of the Company https://www.cressanda.
com/docs/vigil-mechanism-policy/ .

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE
COMPANIES AND JOINT VENTURES

As on March 31, 2025 your company has the following
subsidiary companies:

1. Cressanda Renewable Energy Solutions Limited

2. Cressanda Retail Solution Private Limited (Formerly known
as Cressanda Food Solution Private Limited)

3. Cressanda E-Platform Private Limited

4. Cressanda Consumers Private Limited (Formerly known as
Cressanda Staffing Solution Private Limited)

5. Cressanda Analytica Services Private Limited

6. Mastermind Advertising Private Limited

7. Cressanda Green Energy Vehicle Limited

Apart from this there is no other associate or joint venture.
Pursuant to provisions of Section 129(3) of the Companies Act,
2013 and a statement containing salient features of the financial
statements of the Company''s subsidiary in Form AOC-1 is annexed
herewith as “Annexure-C”

STATE OF THE COMPANY''S AFFAIRS

During the year under review, Cressanda has grown in
Group Trajectory.

Cressanda enters into the foray of Green Energy Vehicle
with the Incorporation of Cressanda Green Energy
Vehicle Limited.

Your board during the year under review, has incorporated
a wholly-owned subsidiary company in the name and style
of Cressanda Green Energy Vehicle Limited to carry on in
India or elsewhere all or any of the business or businesses
to manufacture, design, develop, improve, invent, carry our
research papers, trade, buy, sell, wholesale, retail, distribute,
import, export, assemble, fabricate, repair, maintain, alter,
convene, own, operate, make use of, license, hire, lease,
franchise or otherwise deal in all kinds of Green Energy
Vehicle modules, cells, accessories.

Cressanda Subsidiary Entered Into An Exclusive
Distributorship With Patanjali Peya Pvt. Ltd.

*Cressanda''S Subsidiary Enters Into An Exclusive Distributorship With
Bharatiyam Distribution Pvt. Ltd.

• Constitution of the Board

As on March 31,2025, the company''s board comprised 6 (Six) Directors, which includes 4 (Four) Independent Directors including 1
(one) Women Independent Director, and 2 (Two) Executive Directors.

The details are as follows:

S. No.	Name	DIN	Designation
1.	Chander Parkash Sharma	02143588	Chairman & Independent Director
2.	Arun Kumar Tyagi	05195956	Managing Director
3.	Pankaj Agarwal	10943582	Executive Director
4.	Nisha Asija Zutshi	10348173	Women Independent Director
5.	Mukesh Wardhan Tyagi	00047133	Independent Director
6.	Satya Prakash	08489173	Independent Director

Further, as on the date of report the board of the company
comprised of 6(six) directors. As Mr. Rajkumar Dinesh Masalia
(DIN: 09772787), Executive Director tendered his resignation
w.e.f., February 24, 2025 due to his Personal Reasons. In Place
of Mr. Rajkumar Dinesh Masalia, Mr. Pankaj Agarwal (DIN:
10943582) Joined the Cressanda and he holds the position
of Executive Director of the Company and Mr. Vijay Solanki
has tendered his resignation from the post of Non-Executive
Director and Chief Technical Officer of the company w.e.f., June
21, 2024 due to his medical issues

The Board members are highly qualified with the varied
experience in the relevant field of the business activities of the
Company, which plays significant roles for the business policy
and decision-making process and provide guidance to the
executive management to discharge their functions effectively.

• Board Independence

Our definition of ''Independence ''of Directors or Regulation is
derived from Regulation 16 of SEBI (LODR) Regulations, 2015
and Section 149(6) of the Companies Act, 2013. The Company
is having total 6 (Six) Directors in the Board out of them the
following directors are Independent Directors during the
period under review:

1. Mr. Chander Parkash Sharma (DIN: 02143588)

2. Ms. Nisha Asija Zutshi (DIN: 10348173)

3. Mr. Satya Prakash (DIN: 08489173)

4. Mr. Mukesh Wardhan Tyagi (DIN: 00047133)

The Independent Directors were appointed for a term of 5 (Five)
consecutive years and shall not be liable to retire by rotation.

• Declaration by the Independent Directors

All the Independent Directors have given their declaration
of Independence stating that they meet the criteria of
independence as prescribed under Section 149(6) of the
Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
Your Board of directors is of the opinion that all the Independent
Directors fulfil the criteria as laid down under the Companies
Act, 2013 and the SEBI (LODR) Regulations, 2015 during the
year 2024-25. All the Independent Directors are continuing
their registration with the Independent Directors'' Data bank
maintained by IICA.

The Independent Directors have complied with the Code for
Independent Directors as prescribed in Schedule IV to the Act.
Further as per the provisions of Regulation 16(1)(b) of the SEBI
(LODR) Regulations, 2015 the directors are not aware of any
circumstance or situation, which exits or may be reasonable
anticipated that could impair or impact his ability to discharge
his duties with an objective independent judgment and
without any external influence and that they are independent
of the management.

• Directors Liable to Retire by Rotation Seeking
Appointment/Re-Appointment

Mr. Arun Kumar Tyagi (DIN:05195956) Managing Director is liable
to retire by rotation at the ensuing Annual General Meeting
and being eligible offers themselves for re-appointment. Your
directors recommend passing necessary resolution as set out
in notice of Annual General Meeting.

• Key Managerial Personnel

As on the date of report Mr. Hemant Singh as the Chief
Financial Officer and Mr. Sunil Kumar Trivedi as a Company
Secretary & Compliance Officer are Key Managerial Personnel
of the Company:

• Changes in the Board Composition and Key Managerial Personnel.

During the year under review the following changes took place in the Board of Directors:

S. No.	Name	Designation	Appointment/Resignation	Date
1.	Mr. Rajkumar Dinesh Masalia	Executive - Director	Resignation	24-02-2025
2.	Mr. Vijay Solanki	Non-Executive Director and Chief Technical Officer	Resignation	21-06-2024
3.	Mr. Pankaj Agarwal	Executive - Director	Appointment	27-02-2025
4.	Ms. Neha Gupta	Chief Financial Officer	Resignation	02-07-2024
5.	Mr. Hemant Singh	Chief Financial Officer	Appointment	03-07-2024
6.	Ms. Tushti Sharma	Company Secretary & Compliance Officer	Resignation	15-08-2024
7.	Mr. Sunil Kumar Trivedi	Company Secretary & Compliance Officer	Appointment	18-09-2024

The relevant details, as required under Regulation 36 (3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations") and Secretarial Standard, of the person
seeking appointment as Director are also provided in Notes to the
Notice convening the 40^th Annual General meeting.

MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide
on Company/business policy and strategy apart from other
Board business.

The notice of Board meetings is given well in advance to all the
Directors. Meetings of the Board are held at the Registered Office
of the Company or through other audio-video means.

The Agenda of the Board/Committee meetings along with the
relevant Board papers is circulated at least a week prior to the date
of the meeting. However, in case of urgent business needs, notice
and agenda of Board/Committee Meetings were circulated on
shorter notice period with consent and presence of Independent
Directors at the Meeting.

The Agenda for the Board and Committee meetings includes
detailed notes on the items to be discussed at the meeting to
enable the Directors to take an informed decision.

The Board met 13 (Thirteen) times in the Financial Year 2024-25
viz., May 3, 2024; June 12, 2024; July 2, 2024; July 29, 2024; August
1, 2024; August 14, 2024; September 6, 2024; September 18,
2024; September 25, 2024, October 23, 2024; November 14, 2024;
February 12, 2025; February 27, 2025.

The maximum interval between any two meetings did not exceed
120 days.

Details of attendance is provided in Corporate Governance Report
as attached in the Annual Report of this year.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under the
Companies Act, 2013; a separate meeting of the Independent
Directors of the Company was held on 14^th February, 2025 to
review the performance of Non-Independent Directors (including
the Chairman) and the entire Board. The Independent Directors
also reviewed the quality, content and timeliness of the flow of
information between the Management and the Board and its''
Committees which is necessary to effectively and reasonably
perform and discharge their duties.

COMPANY''S POLICY ON DIRECTORS''APPOINTMENT
AND REMUNERATION

The Policy of the Company on Directors'' appointment and
remuneration including criteria for determining qualifications,
positive attributes and independence of a Director and other
matters provided under Section 178(3), is uploaded on company''s
website https://www.cressanda.com/docs/nomination-
remuneration-policy/ .

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of
directors comprises of the following key areas:

a. Attendance of Board Meetings and Board
Committee Meetings.

b. Quality of contribution to Board deliberations.

c. Strategic perspectives or inputs regarding future growth of
company and its performance.

d. Providing perspectives and feedback going beyond the
information provided by the management.

e. Commitment to shareholder and other stakeholder interests.

The evaluation involves self-evaluation by the Board Member
and subsequently assessment by the Board of directors. A
member of the Board will not participate in the discussion of his/
her evaluation.

COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015 and other purposes the Board has the following
Five (5) committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders'' Relationship Committee;

d) Corporate Social Responsibility Committee (CSR); and

e) Risk Management Committee

A detailed note on the Board and its committees is provided under
the Corporate Governance Report section in this report. Apart from
the above committees, the company is also having an Internal
Compliant Committee constituted as required under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) that were entered into during
the Financial Year 2024-25 were on Arm''s Length Basis and were
in the Ordinary Course of business. There were no material related
party transactions during the year and hence the requirement of
attaching Form AOC-2 is not applicable.

All the Related Party Transactions were approved by the Audit
Committee on omnibus basis or otherwise and also by the Board.
The Company has Related Party Transactions Policy, Standard
Operating Procedures for purpose of identification and monitoring
of such transactions. The company is not having any material
Related Party Transactions as defined under Regulation 23 of the
SEBI (LODR) Regulations.

SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/
Courts during the year under review which would impact the
going concern status of the Company and its future operations.

AUDITORS, THEIR REPORT AND COMMENTS BY THE
MANAGEMENT

During the audit period, M/s. Agrawal Jain & Gupta, Statutory
Auditors of the Company, tendered their resignation with effect
from 14^th August, 2024, citing disagreement with the management
regarding their qualified opinion on the Financial Statements.

To fill the resultant casual vacancy, the Board of Directors, on
14^th August, 2024, appointed M/s. H Rajen & Co., Chartered
Accountants, Mumbai (Firm Registration No. 108351W), as
Statutory Auditors of the Company as per the provisions of Section
139 of the Companies Act, 2013 read with Regulation 33(d) of the
SEBI (LODR) Regulation, 2015, the auditor has confirmed that

they hold a valid certificate issued by the Peer Review Board of
the Institute of Chartered Accountants of India (ICAI). The said
appointment was subsequently approved by the members at the
39^th Annual General Meeting of the Company.

Accordingly, M/s. H Rajen & Co. have been appointed as Statutory
Auditors of the Company to hold office for a period of five (5)
consecutive years, i.e., from the conclusion of the 39^th Annual
General Meeting till the conclusion of the 44^th Annual General
Meeting, to examine and audit the accounts of the Company.

Secretarial Auditors & their Report

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the company has appointed
M/s Mehul Raval & Associates Practicing Company Secretaries;
(ACS 28155, CP 10500) to undertake the Secretarial Audit for the
year, 2024-25. The Report of the Secretarial Auditors in Form MR-3
is annexed herewith as “Annexure D” of this report.

Your Board is pleased to inform you that there is no such
observation made by the Auditors in their report which needs any
explanation by the Board.

Cost Auditors and Records

Your Company was not required to appoint a Cost Auditor and
maintain the cost records as per the Companies (Cost Records and
Audit) Rules, 2014 for the year 2024-25.

DISCLOSURE FOR FRAUDS REPORTED BY THE
AUDITORS

As per the provisions of Section 134 (3) of the Companies Act,
2013 read with Rule 13(4) of the Companies (Audit and Auditors)
Rules, 2014 no frauds were reported by the Auditors to Audit
Committee/Board during the year under review. Further that there
were no frauds committed against the Company and persons
which are reportable under Section 141(12) by the Auditors to
the Central Government.

CORPORATE GOVERNANCE

Your Company firmly believes and adopts the highest standards
of practice under Corporate Governance.

A separate section on Corporate Governance and a certificate
obtained from Auditors of the Company and Practicing Company
Secretary related to Non-Disqualification of Directors forms part
of Corporate Governance Report.

CODE OF CONDUCT

Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires
listed companies to lay down a Code of Conduct for its directors
and senior management, incorporating duties of directors as laid
down in the Companies Act, 2013. The Company has adopted a
Code of Conduct for all Directors and Senior Management of the

Company and same is hosted on the website of the company at
https://www.cressanda.com/docs/code-of-conduct-for-board-
senior-management-personnel/ .

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the applicable provisions of the Companies
Act, 2013 and rules made thereunder read with Ind (AS), specified
under the Companies (Indian Accounting Standards) Rules, 2015,
the consolidated financial statements of the Company as at and
for the year ended 31^st March, 2025, forms part of the Annual
Report and is also available on the website of the company www.
cressanda.com .

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information on conservation of energy, technology absorption
and foreign exchange earnings and outgo stipulated under
Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8
of the Companies (Accounts) Rules, 2014, is annexed herewith as
''''Annexure E”.

ANNUAL RETURN

In compliance with the provisions of Section 92 of the Companies
Act, 2013, the Annual Return of the Company for the financial year
ended 31^st March, 2025 has been uploaded on the website of the
Company and the web link of the same is: https://www.cressanda.
com/docs-categorv/annual-returns/ .

RATIO OF THE REMUNERATION OF EACH DIRECTOR
TO THE MEDIAN EMPLOYEE''S REMUNERATION AND
PARTICULARS OF EMPLOYEES

Pursuant to the provision of Section 197(12) of Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and the
details of Top 10 employees given in the “Annexure F”.

During the year, none of the employees received remuneration
in excess of Rupees One Crore Two Lakhs or more per annum,
or Rupees Eight Lakhs Fifty Thousand per month for the part of
the year, in accordance with the provisions of Section 197 of the
Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.Therefore,
there is no information to disclose in terms of the provisions of
the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINNACIAL POSITION OF THE
COMPANY WHICHHAVE OCCURRED BETWEEN THE
END OF THE FINNACIAL YEAR OF THE COMPANY TO
WHICH THE FINNACIAL STATEMENTS RELATE AND THE
DATE OF REPORT

There have been no material changes and commitments affecting
the financial position of the Company which have occurred

between financial year ended on 31^st March, 2025, to which the
financial statements relate and the date of this report.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial
relationship with workers and employees at all levels.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

The company has changed its business operations during the year
from IT enabled to Railway Auxiliary Services.

BUSINESS TRANSFER

There is no transfer of Business during the period under review.

PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation,
2015 the Company has adopted a Code of Conduct for Prevention
of Insider Trading with a view to regulate trading in securities
by the Directors and designated employees of the Company
and amended Code/Policy were also hosted on the website
of Company.

The Code requires Trading Plan, pre-clearance for dealing in the
Company''s shares and prohibits the purchase or sale of Company
shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation
to the Company and during the period when the Trading Window
is closed.

FAMILIARISATION PROGRAM FOR INDEPENDENT
DIRECTORS

The Company has in place a Familiarization Program for
Independent Directors to provide insights into the company to
enable the Independent Directors to understand its business in
depth and contribute significantly to the company''s success. The
Company has devised and adopted a policy on Familiarization
Program for Independent Directors and is also available at the
company''s website at https://www.cressanda.com/docs-category/
policies-and-other-information/ .

PROVISION OF VOTING BY ELECTRONIC MEANS
THROUGH REMOTE EVOTING AND EVOTING AT THE
AGM

Your Company is providing E-voting facility as required under
Section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Amendment Rules,
2015. The ensuing AGM will be conducted through VC /OVAM and
no physical meeting will be held and your company has made
necessary arrangements with NSDL to provide facility for remote
e-voting and voting at the AGM. The details regarding e-voting
facility are given with the notice of the Meeting.

CREDIT RATING OF SECURITIES:

The Company has not obtained any credit rating for its securities.

DETAILS OF FAILURE TO IMPLEMENT ANY CORPORATE
ACTION:

During the year the Company has not failed to execute any
corporate action.

APPOINTMENT OF DESIGNATED PERSON
(MANAGEMENT AND ADMINISTRATION) RULES 2014
- RULE 9 OF THE COMPANIES ACT 2013:

In accordance with Rule 9 of the Appointment of Designated
Person (Management and Administration) Rules 2014, it is essential
for the company to designate a responsible individual for ensuring
compliance with statutory obligations.

The company has proposed and appointed a Designated person
in a Board meeting and the same has been reported in Annual
Return of the company.

CAUTIONARY STATEMENT

The statements made in this Report and Management Discussion
and Analysis Report relating to the Company''s objectives,
projections, outlook, expectations and others may be "forward¬
looking statements" within the meaning of applicable laws and
regulations. Actual results may differ from expectations those
expressed or implied. Some factors could make a difference to the
Company''s operations that may be, due to change in government
policies, global market conditions, foreign exchange fluctuations,
natural disasters etc.

GENERAL

Your directors state that during the year under review:

a. The company has not filed any application or there is no
application or proceeding pending against the company
under the Insolvency and Bankruptcy Code, 2016 during the
year under review;

b. There is no requirement to conduct the valuation by the bank
and no Valuation done at the time of one-time Settlement
during the period under review;

c. Neither the Managing Director nor the Whole-time Directors
receive any remuneration or commission from its subsidiary.

d. The Company has complied with the applicable Secretarial
Standards under the Companies Act, 2013.

e. Your Company has not declared and approved any Corporate
Action viz buy back of securities, mergers and de-mergers,
split of any securities and has not failed to implement or
complete the Corporate Action within prescribed timelines.
However, during the period under review, the company has
approved the Rights Issue of shares to the members of the
company during the period under review in compliance
with the applicable laws of the Companies Act, 2013 and
SEBI regulations;

f. There were no revisions in the Financial Statement and
Board''s Report.

g. The Company has not issued shares (including sweat equity
shares) to employees of the Company under any scheme.

h. Details of unclaimed dividends have been provided as part
of the Corporate Governance report.

i. There are no voting rights exercised by any employee of the
Company pursuant to the Section 67(3) read with the Rule 16
of the Companies (Share Capital and Debenture) Rules, 2014.

ACKNOWLEDGEMENTS

Your directors'' thanks the Central and various State Government
Departments, Organizations and Agencies and bankers to the
Company for the continued help and co-operation extended
by them. The Directors also gratefully acknowledge support of
all other stakeholders of the Company viz. customers, members,
dealers, vendors, and other business partners for the excellent
support received from them during the year. The Directors place on
record their sincere appreciation to all employees of the Company
for their unstinted commitment and continued contribution to
the Company.

Chander Parkash Sharma

Place: Mumbai Chairman & Independent Director

Date: August 30, 2025 DIN : 02143588

---

Mar 31, 2024

Your directors take pleasure in presenting the 39^th Annual Report along with the Audited Standalone and Consolidated Financial Statements for the year ended March 31,2024.

HIGHLIGHTS OF FiNANCiAL PERFORMANCE ON STANDALONE BASIS

• Total Revenue: During the Financial Year 2023-24, the total revenue of the Company is increased by 24.17% from ? 7,936.58 Lakhs to ? 9,854.94 Lakhs as compared to the previous Financial Year 2022-23. The revenue has increased mainly on account of the business activities of the company in the two main segments i.e., Trading of Food Grains & Railway Auxiliary Services.

• expenditure: During the year, total expenditure has increased by 25.29 % from ?7,355.48 Lakhs in FY 2022-23 to ? 9,230.30 Lakhs in current FY 2023-24. Increase in expenses is largely on account of increase in Employee Benefit Expenses and other operational expenses.

• employee benefits expenses: During the year under review, the Employee benefits expenses increased by 590.28% from ?29.25 Lakhs to ?203.83 Lakhs as compared to the previous Financial Year. The key reason for increase is due to expansion of business activities of the company in Railway Auxiliary Services and on-boarding more skilled and talented brains in

the organization that drives the growth of the business.

Finance cost: The finance cost increased by 8.34% from NIL in FY 2023-24 to ?8.34 Lakhs as compared to the previous FY 2022-23.

operational & other expenses: The operational & other expenses increased by 814.74% from ?148.71 Lakhs to ?1,360.31 Lakhs as compared to the previous FY 2022-23 mainly on account of expansion of business activities.

profit before tax: During the year, we recorded increase in the Profit before Tax by 34.85% for ?962.35 Lakhs as compared to of ? 713.60 Lakhs in the previous FY 2022-23 on expansion of the business activities from the previous financial year.

Non-current Liabilities: The non-current liabilities have increased by 29.29% from NIL to ?29.29 Lakhs as compared to the previous FY 2022-23 owing mainly to lease liabilities.

current Liabilities: The current liabilities have increased from ? 5,293.16 Lakhs to ?1,604.79 Lakhs as compared to the previous FY 2022-23.

Non-current Assets: The non-current assets have increased from ?4,575 Lakhs to ?3,346.96 Lakhs as compared to the previous FY 2022-23.

current Assets: The current assets have increased by 95.13% from ?15,380.19 Lakhs to ?7,881.98 Lakhs as compared to the previous FY 2022-23.

summarised profit and loss account

f in lakhs)

particulars	standalone		consolidated
	31-03-2024	31-03-2023	31-03-2024	31-03-2023
Revenue from Operations (Net)	9,344.59	7,513.07	20,466.58	8,675.93
Other Income	510.34	423.52	511.64	426.95
Total Income	9,854.94	7,936.59	20,978.22	9,102.88
Earnings before Interest, Depreciation and Tax (EBIDTA)	1,002.42	713.72	1,607.04	836.02
Less: Interest	8.34	0.00	9.75	0.10
Less: Depreciation	31.73	0.12	39.42	24.24
profit Before Tax	962.35	713.60	1,557.87	811.68
Less: Current Tax	17.35	177.48	177.9	204.27
Deferred Tax	0.42	0.00	0.42	0.62
Net profit for the Year	944.58	536.12	1,379.55	608.03
EPS (Equity share of ''1/- each)
Basic	0.23	0.135	0.329	0.153
Diluted	0.23	0.135	0.329	0.153

COMPANY''S AFFAIRS & REVIEW OF OPERATIONS

The business of the company is continuing as a going concern. The company is first and only listed company offering Railway Auxiliary Services and leading digital media breakthroughs. The company has demonstrated incredible growth, value and potential for shareholders, partners, investors and other stakeholders.

The Company in its pursuit to achieve its goals has expanded its working areas and has secured a bid for a large institutional concierge opportunity to enhance overall customer experience.

Cressanda joined hands with Broadcast Engineering Consultants India Limited (BECIL) a Govt. of India Enterprise under Ministry of Information and Broadcasting and signed a joint consortium to bid for a marquee tender from the Ministry of Railways.

Cressanda has

• secured a 5 years contract with Eastern Railway with a right to extend it for a further period of 5 years.

• right to provide on board Wi-Fi, internet services and Content on Demand in Mail/Express and premium trains.

• the right to advertise on interior/exterior surfaces of over 500 Mail Express/Premium trains/I nter-city trains/Local trains

• right to provide a bouquet of services comprising on-board sale of non-catering travel related items

Under Eastern Railways Agreement, Cressanda covers 4 divisions which covers 18 zones connecting several states and cities.

With over 40 years of commitment to innovation, Cressanda aims to scale new heights and surpass industry milestones in the years to come. As an end-to-end Rail Media Powerhouse, the company drives media innovation in Railways by integrating the cutting-edge tech into this fast-paced market.

DIVIDEND

In order to conserve resources, your directors do not recommend any dividend for the Financial Year 2023-24 and proposes to retain the profits for future requirements of the Company. (Previous Year: NIL)

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual financial statements for the year ended March 31, 2024 the applicable accounting

standards have been followed;

b) Appropriate accounting policies have been selected, applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 and of the profit of the company for the year ended on that date;

c) Proper and sufficient care has been taken 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 annual financial statements have been prepared on a going concern basis;

e) Proper internal financial controls were in place and the financial controls were adequate and operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

CAPITAL STRUCTURE AND LISTING AT STOCK EXCHANGE

The Authorized Equity Share Capital of the Company as on March 31, 2024 was ''7,000.00 Lakhs divided into 70,00,00,000 equity shares of ''1/- each. The paid-up Equity Share Capital of the Company as on March 31, 2024 was ''42,31,44,706 divided into 41,49,02,690 fully paid-up equity shares of ''1/- each and 82,42,016 partly paid-up shares of ''10/- each.

The entire equity shares of the company continue to remain listed on BSE Ltd. (Scrip Code: 512379). The company has paid the Annual Listing Fees to BSE Ltd. for the year 2023-24 and the Custodian fee to the CDSL and NSDL for the financial year 202324. The shares of the Company are regularly traded at BSE Ltd.

CHANGES IN THE SHARE CAPITAL STRUCTURE pursuant TO RIGHTS ISSUE

During the year under review, your board approved Rights Issue and made an allotment on July 17, 2023 of 2,46,49,206 partly paid-up equity shares of face value of '' 1.00/- each of our company for cash at a price of '' 20/- per rights equity share (including a premium of '' 19/-) per rights equity share) aggregating up to '' 4,950/- lakhs on a rights basis to the eligible equity shareholders of our company in the ratio of 6 (six) right equity share for every 97 (ninety seven) equity share held by the eligible equity shareholders on the record date, that is on June 16, 2023.

Your board further made the First and Final call from the eligible members as on the record date i.e., December 1, 2023. The call period was from December 13,2023 till Wednesday 27,2023. The successful and valid call money applications was received on 1,64,11,825 (One Crore Sixty-Four Lakhs Eleven Thousand Eight Hundred and Twenty-Five) Partly Paid-Up Equity Shares aggregating to ''16,41,18,250/- (Rupees Sixteen Crores Forty-One Lakhs Eighteen Thousand Two Hundred and Fifty only) and accordingly such shares were converted into fully-paid up equity shares ranking pari-passu with the existing Fully-paid up Equity shares of the company and merged with the existing ISIN INE716D01033.

CHANGES iN RESERVES

There is no mandatory requirement for transfer of the profits to the general reserves, therefore, to provide an open-ended opportunity to utilize the profits towards the Company activities, during the year under review the Board have not considered appropriate to transfer any amount to the general reserves or any other reserves.

FiNANCE

Cash and cash equivalent of the Company as at March 31, 2024 is ''28.04 Lakhs (Previous year ''115.20 Lakhs). Your Company continues to focus on management of its working capital. Further, receivables, inventories and other working capital parameters are kept under continuous monitoring.

DEPOSITS

Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on March 31, 2024. Further, the Company has not accepted any deposit or loans in contravention of the provisions of Chapter V of the Companies Act, 2013 and the rules made there under.

s. No.	Particulars	Amount in ''
1.	Details of Deposits accepted during the year	Nil
2.	Deposits remaining unpaid or unclaimed at the end of the year	Nil
3.	Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year	N.A.
4.	Deposits not in compliance with law	N.A.
5.	NCLT/ NCLAT orders with respect to depositors for extension of time and penalty imposed	N.A.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has made investments and provided loans and advances which is within the limit as prescribed under the provisions Section 186 of the Companies Act, 2013.

Details of the Loans and investment made by the company has been given in the financial statements attached with the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In view of the profits, your Company was required to undertake "Corporate Social Responsibility" (CSR) activities during the year 2023-24 as required under the provisions of Section 135 of the Companies Act, 2013 and the rules made their under. The Annual Report on CSR activities is annexed herewith as "Annexure A".

The CSR Policy is available at https://www.cressanda.com/docs/ csr-policy-cressanda/ .

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKpLACE (pREVENTION, prohibition AND REDRESSAL) ACT, 2013

The Company has in place a Policy for prevention of Sexual Harassment at the workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("SHOW"). As per the requirement of the "SHOW" and Rules made thereunder, your company has constituted Internal Complaints Committees (ICC). All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Statement showing the number of complaints filed during the financial year and the number of complaints pending as on the end of the financial year is shown as under: -

Category	No. of complaints pending at the beginning of the F.Y. 2023-24	No. of complaints filed during the F.Y. 2023-24	No. of complaints disposed of during F.Y. 2023-24	No. of complaints pending at the end of the F.Y. 2023-24
Sexual Harassment	Nil	Nil	Nil	Nil

Since, no complaint is received during the year which is appreciable as the management of the company endeavour to provide safe environment for the female employees of the company.

RISK MANAGEMENT

The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan

for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.

The Risk Management Policy is available on Company''s website at www.cressanda.com.

INTERNAL CONTROL ADEQUACY

The details in respect of internal financial controls system and their adequacy are included in the Management Discussion and Analysis Section, which forms part of this Annual Report.

INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has appointed Internal Auditors and the scope and authority of the Internal Audit (IA) function is defined in the procedure and appointment letter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

Based on the report of internal audit and process, the company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon, if any, are presented to the Audit Committee of the Board.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Vigil Mechanism/ Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy are annexed to the Board Report as "Annexure B" and are also posted on the website of the Company https://www.cressanda. com/docs/vigil-mechanism-policy/ .

performance OF SUBSIDIARIES, ASSOCIATE COMpANIES AND JOINT VENTURES

As on March 31,2024 your company has the following subsidiary companies:

1. Cressanda Renewable Energy Solutions Limited

2. Cressanda Food Solution Private Limited

3. Cressanda E-Platform Private Limited

4. Cressanda Staffing Solution Private Limited

5. Cressanda Analytica Services Private Limited

6. Mastermind Advertising Private Limited

Apart from this there is no other associate or joint venture. Pursuant to provisions of Section 129(3) of the Companies Act,

2013 and a statement containing salient features of the financial statements of the Company''s subsidiary in Form AOC-1 is annexed herewith as "Annexure-C."

STATE OF THE COMpANY''S AFFAIRS

During the year under review, Cressanda has grown in Group Trajectory.

♦ Cressanda enters into the foray of Renewable Energies with the Incorporation of Cressanda Renewable Energy Solutions Limited.

Your board during the year under review, has incorporated a wholly-owned subsidiary company in the name and style of Cressanda Renewable Energy Solutions Limited to carry on in India or elsewhere all or any of the business or businesses to manufacture, design, develop, improve, invent, carry our research papers, trade, buy, sell, wholesale, retail, distribute, import, export, assemble, fabricate, repair, maintain, alter, convene, own, operate, make use of, license, hire, lease, franchise or otherwise deal in all kinds of renewable energy modules, cells, accessories, solar power projects and hybrid systems combining solar photovoltaic with other forms of renewable energy or to independently perform all the mentioned and deal in other renewable sources of energies including hydro energy, wind energy and to do all necessary and incidental activity in this regard.

♦ Cressanda acquired 51% stake in Mastermind Advertising Private Limited.

Your Company has acquired 51% stake in Mastermind Advertising Private Limited. This acquisition enhances Cressanda Railway Solutions Limited''s presence in the OTT segment that is expected to record the fastest growth in entertainment industry in the years ahead. Mastermind Advertising is one of India''s fastest growing broadcast management and audio-visual content syndication company that focuses on Content licensing, Movie syndication, Diaspora marketing, Film production, etc. The company recently launched a unique OTT platform ''FIRNG'' that showcases unexplored international movies dubbed in Hindi.

♦ Cressanda enters into an Agreement to acquire 51% stake in SYN Developers Private Limited.

During the year under review, your company has entered into an agreement to acquire 51% stake in SYN Developers Private Limited. The company shall complete the acquisition in a phased manner. SYN Developers Private Limited is predominately an Infrastructure based company. It is currently implementing a water supply project in West Bengal under our PM Shri Narendra

Modi ambitious Jal Jeevan Mission to provide clean drinking water to 2 Lakh population, across 25 villages in West Bengal. The project is spread across 68 kms and will benefit 50,000 families.

BOARD OF DiRECTORS, THEiR MEETINGS & KMPS

• Constitution of the Board

As on March 31, 2024, the company''s board comprised 7 (Seven) Directors, which includes 4 (Four) Independent Directors including 1(one) Women Independent Director, 1 (One) Non-Executive Director and 2 (Two) Executive Directors.

The details are as follows:

S. No.	Name	DIN	Designation
1	Chander Parkash Sharma	02143588	Chairman & Independent Director
2	Arun Kumar Tyagi	05195956	Managing Director
3	Rajkumar Dinesh Masalia	09772787	Executive Director
4	Vijay Solanki	01570127	Non-Executive Director and Chief Technology Office
5	Nisha Asija Zutshi	10348173	Women Independent Director
6	Mukesh Wardhan Tyagi	00047133	Independent Director
7	Satya Prakash	08489173	Independent Director

Further, as on the date of report the board of the company comprised of 6(six) directors. As Mr. Vijay Solanki (DIN: 01570127), Non-Executive Director and Chief Technology Officer tendered his resignation w.e.f., June 21, 2024 due to his medical reasons.

The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company, which plays significant roles for the business

policy and decision-making process and provide guidance to the executive management to discharge their functions effectively.

• boardindependence

Our definition of ''Independence ''of Directors or Regulation is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The Company is having total 6 (Six) Directors

in the Board out of them the following directors are Independent Directors during the period under review:

1. Mr. Chander Parkash Sharma (DIN: 02143588)

2. Ms. Nisha Asija Zutshi (DIN: 10348173)

3. Mr. Satya Prakash (DIN: 08489173)

4. Mr. Mukesh Wardhan Tyagi (DIN: 00047133)

The Independent Directors were appointed for a term of 5 (Five) consecutive years and shall not be liable to retire by rotation.

• declaration by the independent directors

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Your Board of directors is of the opinion that all the Independent Directors fulfil the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the year 202324. All the Independent Directors are continuing their registration with the Independent Directors'' Data bank maintained by IICA.

The Independent Directors have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act. Further as per the provisions of Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 the directors are not aware of any circumstance or situation, which exits or may be reasonable anticipated that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence and that they are independent of the management.

• directors liable to retire by rotation seeking appoi ntment/re-appoi ntment

Mr. Arun Kumar Tyagi (DIN:05195956) Managing Director and Mr. Rajkumar Dinesh Masalia (DIN:09772787), Executive Director are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. Your directors recommend passing necessary resolution as set out in notice of Annual General Meeting.

• KEY MANAGERIAL pERSONNEL

As on the date of report Mr. Hemant Singh is categorized as the Chief Financial Officer and Key Managerial Personnel of the Company:

• CHANGES iN THE BOARD COMPOSiTiON AND KEY MANAGERiAL PERSONNEL.

During the year under review the following changes took place in the Board of Directors:

S. No.	Name	Designation	Appointment/ Resignation	Date
1.	Abhinav Baburao Salgaonkar	Non-Executive - Non-Independent Director	Resignation	07-08-2023
2.	Milind Madhukar Palav	Non-Executive - Non-Independent Director	Resignation	07-08-2023
3.	Anup Dattaram Patil	Non-Executive - Independent Director	Resignation	07-08-2023
4.	Pooja Pramod Behere	Non-Executive - Independent Director	Resignation	30-09-2023
5.	Manohar Iyer Sadahalli Nagaraj	Executive Director, CEO-MD	Vacation of Office due to	30-09-2023
6.	Saugat Mahapatra	Executive Director	Resignation	07-08-2023
7.	Arun Kumar Tyagi	Executive Director	Appointment	07-08-2023
8.	Chander Parkash Sharma	Non-Executive - Independent Director, Chairperson	Appointment	07-08-2023
9.	Vijay Solanki	Non-Executive - Non-Independent Director	Appointment	07-08-2023
10	Rajkumar Dinesh Masalia	Executive Director	Appointment	07-08-2023
11.	Mukesh Wardhan Tyagi	Non-Executive - Independent Director	Appointment	07-08-2023
12.	Satya Prakash	Non-Executive - Independent Director	Appointment	07-08-2023
13.	Nikhil Tukaram Devardekar	Non-Executive - Independent Director	Resignation	02-11-2023
14.	Supriya Ramesh Gangadhare	Non-Executive - Non-Independent Director	Resignation	02-11-2023
15.	Priya Pritesh Agarwal	Company Secretary & Compliance Officer	Resignation	22-09-2023
16.	Milind Madhukar Palav	Chief Financial Officer	Resignation	07-08-2023
17.	Neha Gupta	Chief Financial Officer	Appointment	08-09-2023
18.	Tushti Sharma	Company Secretary & Compliance Officer	Appointment	25-09-2023

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standard, of the person seeking appointment as Director are also provided in Notes to the Notice convening the 39^th Annual General meeting.

MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business.

The notice of Board meetings is given well in advance to all the Directors. Meetings of the Board are held at the Registered Office of the Company or through other audio-video means.

The Agenda of the Board/Committee meetings along with the relevant Board papers is circulated at least a week prior to the date of the meeting. However, in case of urgent business needs, notice and agenda of Board/Committee Meetings were circulated on shorter notice period with consent and presence of Independent Directors at the Meeting.

The Agenda for the Board and Committee meetings includes

detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met 19 (Nineteen) times in the Financial Year 202324 viz., May 30, 2023; June 12, 2023; July 17,2023; August 7,2023; August 14,2023; September 2, 2023; September 6,2023; September 8,2023; September 11,2023; September 25,2023; September 30, 2023; October 4,2023; November 2,2023; November 10, 2023; November 20, 2023; December 7, 2023; January 5, 2024; February 14,2024; March 2, 2024.

The maximum interval between any two meetings did not exceed 120 days.

Details of attendance is provided in Corporate Governance Report as attached in the Annual Report of this year.

SEPARATE MEETiNG OF iNDEPENDENT DiRECTORS

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on 14^th February, 2024 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of

information between the Management and the Board and its'' Committees which is necessary to effectively and reasonably perform and discharge their duties.

COMPANY''S POLICY ON DIRECTORS''APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director and other matters provided under Section 178(3), is uploaded on company''s website https://www.cressanda.com/docs/nomination-

remuneration-policy/ .

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of directors comprises of the following key areas:

a. Attendance of Board Meetings and Board Committee Meetings.

b. Quality of contribution to Board deliberations.

c. Strategic perspectives or inputs regarding future growth of company and its performance.

d. Providing perspectives and feedback going beyond the information provided by the management.

e. Commitment to shareholder and other stakeholder interests.

The evaluation involves self-evaluation by the Board Member and subsequently assessment by the Board of directors. A member of the Board will not participate in the discussion of his/her evaluation.

COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following Five (5) committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders'' Relationship Committee;

d) Corporate Social Responsibility Committee (CSR); and

e) Risk Management Committee

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report. Apart from the above committees, the company is also having an Internal Compliant Committee constituted as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) that were entered into during the Financial Year 2023-24 were on Arm''s Length Basis and were in the Ordinary Course of business. There were no material related party transactions during the year and hence the requirement of

attaching Form AOC-2 is not applicable.

All the Related Party Transactions were approved by the Audit Committee on omnibus basis or otherwise and also by the Board. The Company has Related Party Transactions Policy, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The company is not having any material Related Party Transactions as defined under Regulation 23 of the SEBI (LODR) Regulations.

SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts during the year under review which would impact the going concern status of the Company and its future operations.

AUDITORS, THEIR REpORT AND COMMENTS BY THE MANAGEMENT

During the audit period, M/s Rishi Sekhri & Associates, Chartered Accountants tendered resignation w.e.f., November 10, 2023 informing their inability to continue as the Statutory Auditors of the Company due to invalidity of their Peer Review Certificate.

M/s Agarwal Jain and Gupta, Chartered Accountants (ICAI Firm Registration No. 013538C) were appointed as the statutory auditors of the company to fill the casual vacancy to hold the office till the conclusion the ensuing annual general meeting as per the provisions of Section 139 of the Companies Act, 2013 read with Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

As per the provisions of SEBI circular SEBI Circular CIR/CFD/ CMD1/114/2019 dated 18^th October, 2019 the limited review report for the quarter/ half year ended on September 30, 2024 was issued by M/s Rishi Sekhri and Associates as the said resignation was tendered within 45 days from the end of the quarter i.e., September 30,2023 and the Limited Review Report for the quarter/ Nine months ended on December 31, 2023 and the audit report for the quarter/year ended March 31, 2024 was issued by M/s Agarwal Jain & Gupta.

Your board hereby enumerates the explanations against the qualifications raised by the auditor in its audit report.

(1) No proper documents, supporting and evidences for the non-current financial asset''s loans in note no. 5 of the financial statements ''2,422.91 lacs to draw our opinion on such loans and advances and relevant impact in the profit and loss account and relevant provisioning.

Management Views: The company pursuant to the authority given by the members under Section 186 of the Companies Act,

2013 has authorized the board to give loans and advances to the board. The board well within their authority has given loans and advances to certain parties and executed necessary loan agreement. The company submitted the loan agreement and ledger confirmation to the auditor during the course of audit.

(2) No proper documents, supporting and evidences for the current financial asset''s loans and advance s in note no. 10 of the financial statements ''8,280.03 lacs to draw our opinion on such loans and advances and relevant impact in the profit and loss account and relevant provisioning.

Management Views: The company pursuant to the authority given by the members under Section 186 of the Companies Act, 2013 has authorized the board to give loans and advances to the board. The board well within their authority has given loans and advances to certain parties and executed necessary loan agreements. The money was lying idle with the company during the relevant period. Hence the board thought it is advisable to deploy the unutilized funds which were immediately not required. The company submitted the loan agreement and ledger confirmation to the auditor during the course of audit.

With reference to the point 2 & 3, the Company followed the necessary Accounting Standards and requested the auditor to consider the necessary interest provisions based on the ledger confirmations and Loan Agreements.

The failure on the part of the parties to reconcile the statement of accounts did not declare the transaction illegal or suspicious. Since the company has taken on account the accrued incomes, hence there was no impact on the Profit & Loss of the company.

(3) Unable to draw our opinion regarding the trading sales and purchases, profits amounted to ''7,961.97 laksh & ''7,626.09 lacs & ''335.88 lakhs respectively. As per our opinion, turnover, cost of goods sold, and profits are overstated to extent of amounted ''7,961.97 lakhs & ''7,626.09 lakhs & ''335.88 lakhs respectively.

Management Views: The transactions related to purchases, sales and profits recorded in the books of the company as for the prevalent business cycle connected with the respective trades. The Auditor''s opinion is based on the presumption that the financials connected with the company in the said transaction may not be recovered.

The board revisited the same and is of the opinion that the transactions and the profit are realizable.

(4) Some of the trade payables, trade receivables, other financial liabilities, are subject to confirmation and its relevant impact, if any, on the statement of profit & loss account and balance sheet are unascertainable.

Management Views: Accounts finalization is based on the confirmation from the parties on a random selection basis of the samples. Part failure of the sample confirmation did not confirm or create any situation of unascertainable transactions.

During the course of audit, the company provided either the confirmation or closure of that particular account as per prevalent accounting cycle.

(5) Proceeds of the Right Issue ''4,106.10 laksh was invested in one subsidiary amounting to ''2,802.61 laksh and balance are commercially deployed as an unsecured loan. It was clear non- compliance of the letter of offer for utilization of proceeds for the working capital requirements and other general corporate purpose.

Management Views: Out of the rights issue proceeds of ''4,106.10 Lakhs, the company has invested ''2,802.61 lakhs in its subsidiary company. The subsidiary company has further deployed the said invested funds towards the working capital requirements which is as per the objects mentioned in the Rights Issue. There is no non-compliance as far as the utilization of the proceeds are concerned and the money deployed by the company pertains to its commercial activity. The unsecured loan repayable on demand and was given at the interest rate matching with the banking rates. This fund will be utilized for the working capital purposes and general corporate purposes relating to the trade of the company in due course.

(6) Company is under investigations of Security exchange Board of India (SEBI) and relevant investigations final output is still pending and we are unable to identify the impact on the financial statements.

Management Views: The company during the financial year is in receipt of several summons from SEBI. The company has already replied the same and the copy of the same was given to the Statutory Auditors during the course of audit.

SECRETARIAL AUDiTORS & THEiR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s JCA & Co., Practicing Company Secretaries; (FCS 11127; CP 13687) to undertake the Secretarial Audit for the year, 2023-24. The Report of the Secretarial Auditors in Form MR-3 is annexed herewith as "Annexure D" of this report.

Your Board is pleased to inform you that there is no such observation made by the Auditors in their report which needs any explanation by the Board.

COST AUDITORS AND RECORDS

Your Company was not required to appoint a Cost Auditor and

maintain the cost records as per the Companies (Cost Records and Audit) Rules, 2014 for the year 2023-24.

DISCLOSURE FOR FRAUDS REPORTED BY THE AUDITORS

As per the provisions of Section 134 (3) of the Companies Act, 2013 read with Rule 13(4) of the Companies (Audit and Auditors) Rules, 2014 no frauds were reported by the Auditors to Audit Committee/Board during the year under review. Further that there were no frauds committed against the Company and persons which are reportable under Section 141(12) by the Auditors to the Central Government.

CORPORATE GOVERNANCE

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance.

A separate section on Corporate Governance and a certificate obtained from Auditors of the Company and Practicing Company Secretary related to Non-Disqualification of Directors forms part of Corporate Governance Report.

CODE OF CONDUCT

Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. The Company has adopted a Code of Conduct for all Directors and Senior Management of the Company and same is hosted on the website of the company at https://www.cressanda.com/docs/code-of-conduct-for-board-senior-management-personnel/ .

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder read with Ind (AS), specified under the Companies (Indian Accounting Standards) Rules, 2015, the consolidated financial statements of the Company as at and for the year ended 31^st March, 2024, forms part of the Annual Report and is also available on the website of the company www. cressanda.com .

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure E".

ANNUAL RETURN

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31^st March, 2024 has been uploaded on the website of the Company and the web link of the same is: https://www. cressanda.com/docs-category/annual-returns/ .

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMpLOYEE''S REMUNERATION AND PARTICULARS OF EMPLOYEES

Pursuant to provision of Section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the details of Top 10 employees given in the "Annexure F"

During the year, none of the employees received remuneration in excess of Rupees One Crore Two Lakhs or more per annum, or Rupees Eight Lakhs Fifty Thousand per month for the part of the year, in accordance with the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINNACIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINNACIAL YEAR OF THE COMPANY TO WHICH THE FINNACIAL STATEMENTS RELATE AND THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between financial year ended on March 31, 2024, to which the financial statements relate and the date of this report.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

The company has changed its business operations during the year from IT enabled to Railway Auxiliary Services.

BUSINESS TRANSFER

There is no transfer of Business during the period under review.

PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company and amended Code/Policy were also hosted on the website of Company.

The Code requires Trading Plan, pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

FAMiLiARiSATiON PROGRAM FOR iNDEPENDENT DiRECTORS

The Company has in place a Familiarization Program for Independent Directors to provide insights into the company to enable the Independent Directors to understand its business in depth and contribute significantly to the company''s success. The Company has devised and adopted a policy on Familiarization Program for Independent Directors and is also available at the company''s website at https://www.cressanda.com/docs-category/policies-and-other-information/ .

PROViSiON OF VOTiNG BY ELECTRONiC MEANS THROUGH REMOTE EVOTiNG AND EVOTiNG AT THE AGM

Your Company is providing E-voting facility as required under Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through VC / OVAM and no physical meeting will be held and your company has made necessary arrangements with NSDL to provide facility for remote e-voting and voting at the AGM. The details regarding e-voting facility are given with the notice of the Meeting.

CAUTiONARY STATEMENT

The statements made in this Report and Management Discussion and Analysis Report relating to the Company''s objectives, projections, outlook, expectations and others may be "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors could make difference to the

Company''s operations that may be, due to change in government policies, global market conditions, foreign exchange fluctuations, natural disasters etc.

GENERAL

Your directors state that during the year under review:

a. The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review;

b. There is no requirement to conduct the valuation by the bank and no Valuation done at the time of one-time Settlement during the period under review;

c. Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from its subsidiary.

d. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

e. Your Company has not declared and approved any Corporate Action viz buy back of securities, mergers and de-mergers, split of any securities and has not failed to implement or complete the Corporate Action within prescribed timelines. However, during the period under review, the company has approved the Rights Issue of shares to the members of the company during the period under review in compliance with the applicable laws of the Companies Act, 2013 and SEBI regulations;

f. There were no revisions in the Financial Statement and Board''s Report.

g. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

h. Details of unclaimed dividends have been provided as part of the Corporate Governance report.

i. There are no voting rights exercised by any employee of the Company pursuant to the Section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

ACKNOWLEDGEMENTS

Your directors'' thanks the Central and various State Government Departments, Organizations and Agencies and bankers to the Company for the continued help and co-operation extended by them. The Directors also gratefully acknowledge support of all other stakeholders of the Company viz. customers, members, dealers, vendors, and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

place: Mumbai Chander parkash Sharma

Date: September 6,2024 Chairman & Independent Director

DIN:02143588

---

Mar 31, 2023

The Directors of your Company take great pleasure in presenting the 38^th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the year ended March 31,2023.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below:

(Amtount in Lakhs)
Financial Results	Year ended 31/03/2023	Previous year ended 31/03/2022
Total Income	7,936.59	24.48
Total Expenditure	7,355.49	24.86
Profit before depreciation, interest & taxation	713.60	26.72
Depreciation & Amortization	-	-
Profit/(Loss) before Tax	713.60	26.73
Provision for Taxation - Current, FBT &Deferred	-	-
Profit/(Loss) after Tax	536.12	26.73
Amount carried forward to Balance Sheet	536.12	26.73

2. REVIEW OF OPERATIONS

The Profit of the financial year is '' 536.12 Lakhs, the same is debited to profit and loss account. Your directors expect to achieve better performance in the future and are taking maximum efforts to control the costs and optimize the results in the coming years.

3. TRANSFERS

The Board of Directors have not recommended transfer of any amount of profit to reserves during the year under review. Hence, the remaining amount of profit for the financial year under review has been carried forward to the Statement of Profit & Loss.

4. DIVIDEND

Your directors do not recommend dividend for the year ended March 31,2023.

5. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S AFFAIR

There was no change in nature of the business of the Company, during the year under review.

6. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the company except that the company on 17^th July, 2023 has made allotment of 2,46,49,206 partly paid-up shares of ?!/- each at issue price of ?20/- per share on right basis to the existing shareholder of the company.

7. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

There are no Subsidiary, Joint Ventures or Associate Company formed by Cressanda Solutions Limited under review period except the following:

1. Cressanda Analytica Services Private Limited

Particular	Details
Name	Cressanda Analytica Services Private Limited
CIN	U72900MH2022PTC383539
Registered Address	12A, 3rd Flr, Pl no. 207, Embassy Centre Jamnalal Bajaj Marg, Nariman Point, Mumbai City, Maharashtra- 400021, India
Roc	Mumbai
Company Category	Company limited by shares
Company Sub Category	Non-govt Company
Class of Company	Private
Date of Incorporation	May 26, 2022
Authorised Capital	10,00,000
Paid-up Capital	10,00,000

2.	Cressanda Food Solution Private Limited
	Particular	Details
Name		Cressanda Analytica Services Private Limited
CIN		U15400MH2022PTC383537
Registered Address		12A, 3rd Flr, Pl no. 207, Embassy Centre Jamnalal Bajaj Marg, Nariman Point, Mumbai City, Maharashtra- 400021, India
Roc		Mumbai
Company Category		Company limited by shares
Company Sub Category		Non-govt Company
Class of Company		Private
Date of Incorporation		May 26, 2022
Authorised Capital		10,00,000
Paid-up Capital		10,00,000
3.	Cressanda Staffing Solution Private Limited
	Particular	Details
Name		Cressanda Staffing Solution Private Limited
CIN		U74999MH2022PTC383276
Registered Address		12A, 3rd Flr, Pl no. 207, Embassy Centre Jamnalal Bajaj Marg, Nariman Point, Mumbai City, Maharashtra- 400021, India
Roc		Mumbai
Company Category		Company limited by shares
Company Sub Category		Non-govt Company
Class of Company		Private
Date of Incorporation		May 24, 2022
Authorised Capital		10,00,000
Paid-up Capital		10,00,000
4.	Cressanda E- Platform Private Limited
	Particular	Details
Name		Cressanda E-Platform Private Limited
CIN		U15490MH2022PTC382706
Registered Address		31, Floor-13, 3, Navjeevan Society, DR. Dadasaheb Bhadkamkar Marg, Mumbai Central, Mumbai City- Maharashtra -400008, India
Roc		Mumbai
Company Category		Company limited by shares
Company Sub Category		Non-govt Company
Class of Company		Private
Date of Incorporation		May 14, 2022
Authorised Capital		1,00,00,000
Paid-up Capital		1,00,00,000

5.	Lucida Technologies Private Limited
	Particular	Details
	Name	Lucida Technologies Private Limited
	CIN	U72900KA2017PTC100290
	Registered Address	No 3980/81,3RD Floor, 80 Feet Road, Hoskerehalli Mainroad,Near Seetha Circel,Banashankari 3rd Stage Bengaluru, Karnataka- 560085, India
	Roc	Mumbai
	Company Category	Company limited by shares
	Company Sub Category	Non-govt Company
	Class of Company	Private
	Date of Incorporation	February 02, 2017
	Authorised Capital	5,00,000
	Paid-up Capital	5,00,000
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL As on the date of report, the following Directors/ Key Managerial Personnel were appointed on the Board of the Company:
Sr. no. Name of the Director		Designation DIN/PAN	Date of Appointment
1	Mr. Manohar Iyer	Managing Director 06370873	09/02/23
2	Mr. Saugat Mahapatra	Additional Director 09331789	09/02/23
3	Mr. Nikhil Devardekar	Additional Director 10087141	27/03/23
4	Mr. Arunkumar Tyagi	Joint MD and Director 05195956	07/08/23
5	Mr. Chander Parkash Sharma	Additional Director 02143588	07/08/23
6	Mr.Vijay Solanki	Additional Director 01570127	07/08/23
7	Mr. Rajkumar Dinesh Masalia	Executive Director 09772787	07/08/23
During the year under review, the following Directors / Key Managerial Personnel resigned from the Company:
Sr. no. Name of the Director		Designation	Date of Resignation
1.	Mr. Amit Wadkar	Non-Executive Independent Director	27/03/23
2.	Mr. Soumyadri Bose	Executive Director and Managing Director	27/01/23
3.	Mr. Saugat Mahapatra	Executive Director	07/08/23
4.	Mr. Anup Dattaram Patil	Independent Director	07/08/23
5.	Mr. Abhinav Baburao Salgaonkar	Non-Executive Director & Chairperson	07/08/23
6.	Mr. Milind Madhukar Palav	Executive Director & CFO	07/08/23

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standard, of the person seeking appointment as Director are also provided in Notes to the Notice convening the 38^th Annual General meeting.

8. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy. The Company follow the practice of sending the notice with detailed notes on each agenda item in advance of the meeting.

During the year under review, the Board met 19 times namely on April 12, 2022; April 21,2022; April 25, 2022; April 29, 2200; May 03, 2022; May 09, 2022; May 10, 2022; May 17, 2022; May 23, 2022; May 28, 2022; June 15, 2022; August 12, 2022; September 07, 2022; November 14, 2022; January 27, 2023; February 09, 2023; February 13, 2023; March 02, 2023 and March 27, 2023. The maximum interval between any two meetings did not exceed 120 days. The Board periodically reviews compliance reports of all laws applicable to the Company. The maximum interval between any two meetings did not exceed 120 days. Following is the attendance of each of the Directors at the Board Meetings held during the period under review:

Sr.	Name of the	No. of Board Meetings
No.	Directors	Entitled to Attend	Attended
1.	Mr. Abhinav Salgaonkar*	19	19
2.	Ms. Pooja Behere*	19	18
3.	Ms. Supriya Gangadhare*	19	19
4.	Mr. Amit WadekarA	18	18
5.	Mr. Anup Dattaram Patil~	19	19
6.	Mr. Milind Palav ~	19	19
7.	Ms. Soumyadri Bose#	18	18
8.	Mr. Manohar Iyer!	4	4
9.	Mr. Saugat Mahapatra!!	4	4
10.	Mr. Nikhil Devardekar@	1	1

*Appointed as a Director from the Company w.e.f. December 07, 2021

^A Resigned as a Director from the Company w.e.f. March 27, 2023 ! Appointed as Managing Director of the Company w.e.f. February 09, 2023

!! Appointed as a Director of the Company w.e.f. February 09, 2023

# Resigned from the post of Managing director w.e.f. January 27, 2023

~ Appointed as a Director of the Company w.e.f. November 25, 2021 @ Appointed as Director of the Company w.e.f. March 27, 2023

9. EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Nomination and Remuneration Committee of the Board of the Company has devised a policy for performance evaluation of the Directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees of the Board.

The Board performance was evaluated based on inputs received from all the Directors after considering the criteria such as Board Composition and structure, effectiveness of Board / Committee processes and information provided to the Board, etc. Pursuant to the Listing Regulations, performance evaluation of Independent Directors was done by the entire board, excluding the Independent Director being evaluated.

A separate meeting of the Independent Directors was also held dated August 12, 2022 for the evaluation of the performance of Non-Independent Directors, performance of the Board as a whole and that of the Chairman of the Board.

10. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated inspection 149(7) of the Companies Act, 2013 to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

11. COMMITTEES OF THE BOARD

I n accordance with the Companies Act, 2013, there are currently 3 Committees of the Board, as follows:

A. Audit Committee;

B. Stakeholders'' Relationship Committee and

C. Nomination and Remuneration Committee

A. AUDIT COMMITTEE: -

As on date of this report the composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder.

As at 31^st March, 2023 the Audit Committee comprises of:

Sr. No.	Name of the Members	Designation
1.	Mr. Anup Patil	Independent Director, Chairperson
2.	Mrs. Pooja Behere	Independent Director, Member
3.	Mr. Nikhil Devardekar	Independent Director, Member

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

B. STAKEHOLDERS'' RELATIONSH IP COMMITTEE: -

As on date of this report the composition of the Stakeholders'' Relationship Committee in alignment with provisions of Section 178 of the Companies Act, 2013 read with the Rules issued thereunder.

As at 31^st March, 2023 the Stakeholders'' Relationship Committee comprises of:

Sr. No.	Name of the Members	Designation
1.	Mr. Anup Patil	Independent Director, Chairperson
2.	Mrs. Pooja Behere	Independent Director, Member
3.	Mr. Nikhil Devardekar	Independent Director, Member

C. NOMINATION AND REMUNERATION COMMITTEE:

As on date of this report the composition of the Nomination and Remuneration Committee in alignment with provisions of Section 178 of the Companies Act, 2013 read with the Rules issued thereunder

As at 31^st March,2023 the Nomination and Remuneration Committee comprises of:

Sr. No.	Name of the Members	Designation
1.	Mr. Anup Patil	Independent Director, Chairperson
2.	Mrs. Pooja Behere	Independent Director, Member
3.	Mr. Nikhil Devardekar	Independent Director, Member

12. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, 2015 the performance evaluation of the Board and its Committees were carried out during the year under review. Your Company is highly committed and having dedicated professionals as Directors on the Board of the

Company. The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the Listing Regulations. The evaluation is done based on criteria namely, the quality, quantity and timeliness of flow of information between the company, management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Additionally, the Chairman of the Board was also evaluated after taking into account the views of Executive Directors and Non-Executive Directors in the aforesaid meeting.

The Board evaluated its performance after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of Board information and functioning, etc. Further, the performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee Meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In the Board meeting that followed the meeting of the Independent Directors and the meeting of Nomination and Remuneration Committee, performance of

the Board, its committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. More details on the same are given In the Annexure to Corporate Governance Report.

13. UNSECURED LOAN FROM DIRECTORS

During the year under review the Company has not received an unsecured loan from any of the Directors.

14. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The Nomination and Remuneration Committee of the Board has devised a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The Committee has also formulated the criteria for determining qualifications, positive attributes and independence of Directors. The Policy, inter alia, covers the details of the remuneration of nonexecutive directors, Key Managerial Personnel and Senior Management Employees, their performance assessment and retention features. The Policy has been put up on the Company''s website at: www.cressanda.com

15. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:

a) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) We have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 March 31,2023 and of its profits for the year ended on that date;

c) We have 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) We have prepared the annual accounts for the year ended March 31,2023 on a ''going concern'' basis;

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

16. DEPOSIT

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 (''the Act'') and the Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed deposits, unclaimed/ unpaid interest, refunds due to the deposit holders or to be deposited with the Investor Education and Protection Fund as on March 31,2023.

17. MAINTAINENCE OF COST RECORDS

The Company is not required to maintain Cost Records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013.

18. PARTICULARSOFCONTRACTSORARRANGEMENTS MADEWITH RELATED PARTIES

There are related party transactions entered during the financial year as applicable under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Amount (? in Lakhs)
Details of the Party entering into transaction	Details of CounterParty	Type of related party transaction	Value of the Transaction
Cressanda Solutions Limited	Mr. Saugat Mahapatra (Director)	Remuneration	46.5
Cressanda Solutions Limited	Mr. Manohar Iyer (Director)	Remuneration	8.15
Cressanda Solutions Limited	Ms. Soumyadri Bose (Director)	Remuneration	2.0
Cressanda Solutions Limited	Cressanda Food Solution Pvt Ltd	Investment	1.2
Cressanda Solutions Limited	Cressanda Analytica Pvt Ltd	Investment	1.2
Cressanda Solutions Limited	Cressanda E-platforms Pvt Ltd	Investment	10
Cressanda Solutions Limited	Cressanda Staffing Solution Pvt Ltd	Investment	1.2
Cressanda Solutions Limited	Pooja Behre	Remuneration	0.025
Cressanda Solutions Limited	Preeti Das	Remuneration	1.04
Cressanda Solutions Limited	Supriya Gandhare	Remuneration	0.025

19. PARTICULARS OF EMPLOYEES AND REMUNERATION

There were no employees during the year who received remuneration in terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure B."

21. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations.

22. INTERNAL CONTROL SYSTEM

According to Section 134(5)(e) of the Act, the term Internal Financial Control (''IFC'') means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to 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 information. The Company''s internal control systems are commensurate with its size and the nature of its operations. The Audit Committee also deliberates with the members of the management, considers the systems as laid down and meets the internal auditors and statutory auditors to ascertain their views on the internal financial control systems. Further details are provided in the Management Discussion and Analysis Report which forms a part of the Annual Report.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to the financial statements.

24. SHARE CAPITAL Authorized Share Capital

The Authorized Share Capital of your Company as on March 31,2023 stood at Rs. 70,00,00,000/- (Rupees Seventy Crores Only) divided into 70,00,00,000 Equity Shares of Rs. 1/- each.

25. DISCLOSURE REGARDING UTILISATION OF FUND RAISED THOUGH PREFRENTIAL ISSUE.

Your Company had raised Rs. 66,44,26,000 (Rupees Sixty-Six Crore Forty-Four Lakhs Twenty-Six Thousand only) through the Preferential Issue of 9,49,18,000 Convertible Equity Warrants. The fund has been utilized for its original object and also there have been no modification in the object neither funds were used other than its original object.

26. ALLOTMENT OF RIGHTS ISSUE

Post review, the Company has proposed Rights Issue of 2,46,49,206 equity shares with an issue price of Rs. 20/-(including premium of Rs. 19/- per Equity Share). The record date for the Issue was June 16, 2023. The Rights Entitlement ratio was 06:97.

27. ALTERATION OF MEMORANDUM OF ASSOCIATION

No alteration of Memorandum of Association has been occurred during the year.

28. COLLABORATION WITH FOREIGN ENTITY TO PROVIDE GAMUT OF DIGITAL SERVICES

Your Company signed a Memorandum of Understanding (MoU) with a consortium led by Buffshelfco 59 (Pty) Ltd. South Africa (Buffshelfco) for a three year period to provide cutting-edge user experience by delivering superior services in the domain of IT Infrastructure, Super App development, Digital Services and Marketing services across multiple static and mobile platforms to create a dependable, technologically advanced and smooth consumer experience to millions of customers across India.

29. WORK ORDER RECEIVED FROM EASTERN RAILWAYS

Your Company has successfully bagged prestigious order for in-coach digital advertising in the Kolkata Metro for a period of 5 years. The contract is renewable for an additional 5 years. Company aims to serve 7-8 lakh passengers daily with an annual target of 15 crore passengers and above. Your Company is in advance stages for the contract for providing in-coach wi-fi services. Kolkata Metro Trains operates about 39 trains daily which provide 15 hours services, each train has 9 coaches and each coach has 2 TVs on which the company has acquired exclusive rights for digital advertisement. For the total advertisement content 70% is for the commercial advertising on this platform and a 30% advertisement slot is reserved for government advertisements. In September 2022, Your Company applied to the Ministry of Railways for

Non-Fare Revenue (NFR) proposals to provide comprehensive services to the South-Eastern Railway (SER), including Wi-Fi, advertising, pick up and drop services and above all, moving. Infotainment services in trains offer preloaded multilingual content including movies, news, music videos and general entertainment through buffer-free media servers installed inside the coaches.

30. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company does not have any Employee Stock Option Scheme/ Plan

31. DISCLOSURE REGARDING ACQUISITION OF SHARES OF CADCON EDUCATION PRIVATE LIMITED

In line with the strategy to build a global business. Your Company has acquired 20.1% of the issued and outstanding equity interest of Cadcon Education Private Limited and its subsidiaries free from all encumbrances.

32. ANNUAL RETURN

As required under Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2023, is available on the Company''s website and can be accessed at https://www. cressanda.com/docs-category/updates/

33. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is applicable on the Company as on March 31, 2023. The Company will constitute a CSR committee and subsequently a policy thereunder, which will be available on the website of the Company at https://www.cressanda.com/ docs-category/bse-compliance/. Your Company is planning to undertake initiatives on CSR activities in ensuring year and will spend amount on CSR activities which is over and above over the requirement under the Act. Further, the Board will take on record the certificate from the head of Financial Management that CSR to be spent by the Company for financial year 2023-24 and will be utilized for the purpose and in the manner approved by the Board of Directors of the Company and applicable regulations and law.

34. STATUTORY AUDITORS

M/s. Rishi Sekhri & Associates, Chartered Accountants (Firm Registration No. 128216W) is acting as the Statutory Auditor of the Company to hold office until the conclusion of the 41^st Annual General Meeting of the Company.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134 of the Companies Act,

2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report. There is no incident of fraud requiring reporting by the auditors under Section 143(12) of the Companies Act, 2013.

35. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Mohit Vanawat and Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Audit Report of the Secretarial Auditors of the Company for the financial year ended March 31,2023 is attached hereto as Annexure D.

Pursuant to Regulation 24A of the Listing Regulations, the Company has obtained Annual Secretarial Compliance Report from a Practicing Company Secretary on compliance of all applicable SEBI Regulations and circulars / guidelines issued there under and the same were submitted with the Stock Exchanges. The observations and comments given by the Secretarial Auditor in their Report are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

36. SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards, SS-1 and SS-2, issued by The Institute of Company Secretaries of India.

37. REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), is presented in a separate section forming part of this Annual Report.

39. PARTICULARS OF EMPLOYEES

During the financial year, there were no employees drawing salary exceeding the limit pursuant to Section 197(12) of the Companies Act, 2013 read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended.

40. WHISTLE BLOWER POLICY (VIGIL MECHANISM)

In accordance with Section 177 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism

to address the genuine concerns, if any, of the directors and employees. The details of the same have been stated in the Report on Corporate Governance and the policy can also be accessed on the Company''s website at the link: www. cressanda.com

41. COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year, no such complaints were received.

42. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Rishi Sekhri & Associates, Statutory Auditors, in their report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

43. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report.

44. INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.

45. PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company and amended Code/Policy were also hosted on the website of Company. The Code requires Trading Plan, pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

46. PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE EVOTING AND EVOTING AT THE AGM.

Your Company is providing E-voting facility as required under Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through VC /OVAM and no physical meeting will be held and your company has make necessary arrangements with CDSL to provide facility for remote e-voting and voting at the AGM. The details regarding e-voting facility is given with the notice of the Meeting.

47. CAUTIONARY STATEMENT

The statements made in this Report and Management Discussion and Analysis Report relating to the Company''s objectives, projections, outlook, expectations and others may be "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors could make difference to the Company''s operations that may be, due to change in government policies, global market conditions, foreign exchange fluctuations, natural disasters etc.

48. GENERAL

Your Directors state that during the year under review:

a. The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review;

b. There is no requirement to conduct the valuation by the bank and no Valuation done at the time of one-time Settlement during the period under review;

c. Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from its subsidiary.

d. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

e. There were no revisions in the Financial Statement and Board''s Report. g. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

i. There are no voting rights exercised by any employee of the Company pursuant to the Section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014

49. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, the Government, Banks, suppliers and other business associates.

---

Mar 31, 2016

To The Members

The Directors have pleasure in presenting their Annual Report together with Audited Statement of Accounts for the year ended 31^st March 2016.

Financial Results	Previous year ended 31/03/2016
Particulars	Amount (Rs.)
Total Income	2,51,668
Total Expenditure	43,81,048.70
Profit before depreciation, interest & taxation	(41,29,380.70)
Depreciation & Amortization	77,288.30
Profit/(Loss) before Tax	(42,06,669)
Provision for Taxation - Current, FBT & Deferred	NIL
Profit/(Loss) after Tax	(42,06,669)
Amount carried forward to Balance Sheet	(42,06,669)

Extract of Annual Return

As provided under Section 92(3) of the Act, the details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure-1

Dividend

The Directors do not recommend payment of dividend for the financial year.

Transfer to Reserves

The loss of the financial year is Rs. 42,06,669/-, the same is debited to profit and loss account. Appropriations amounting to NIL/- is credited to Profit and loss account.

Corporate Governance

The company has complied with all the mandatory requirements as prescribed under clause 49 of the Listing Agreement with Bombay stock Exchange Limited (BSE). A separate section on corporate governance forms part of Annual Report. A certificate regarding compliance of condition of Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report.

Board Meetings

During the financial year under review 7 board meetings of the directors were convened.

Details of the composition of the Board and its Committees and of the Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report.

Directors

Mr. Ankit Kumar Aarwal, Director of the company is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, has offered himself for reappointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Directors’ Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed;

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 your Company at the end of financial year and of the profit of your Company for the year;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

d) The Annual Accounts have been prepared on a going concern basis.

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were generally operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Audit Committee

The Audit Committee comprised of Mr. Ankit Kumar Agarwal (Chairman), Mr. Gaurav Bhalotia and Mr.Shrikishna Baburam Pandey

. The Audit Committee meets 4 times during the year under review.

Particulars of Loans Guarantees and Investments

Since there are no loans guarantees and investments during the financial year, the provisions of section 134 (3)(g) is not applicable.

Particulars of Contracts and Arrangements with related parties

During the financial year under review no contracts or arrangements were entered into with related parties referred to in sub-section (1) of Section 188.

Business Risk Management

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as “Risks”. Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.

BOARD EVALUATION

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI under Clause 49 of the Equity Listing Agreement, the Board of Directors (“Board”) has carried out an annual evaluation of its own performance, and that of its Committees and individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members.

The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

Auditors

M/s Agarwal & Sanganeria, Chartered Accountants retires at the conclusion of the ensuing Annual General Meeting, and being eligible, offer them for reappointment. The Company has received a Certificate from the auditors to the effect that their reappointment, if made, will be in accordance with the provisions of Section 139(1) of the Companies Act, 2013 and rules framed there under.

Auditor’s Report

The observations made by the Auditors in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self explanatory and hence do not require any further explanation.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. KIRAN BHATIA, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith in annexure-2.

Employee Relations

Employee relations throughout the Company were harmonious. 7 The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company’s vision and strategy to deliver good performance.

Additional Information

Information pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology, foreign exchange earnings and outgo are not applicable to the Company u/s 134(3)(m) of the Companies Act, 2013, for the year.

Acknowledgement

The Directors wish to place on record their sincere appreciation for the committed and dedicated services of the employees of the Company, who have ensured that the company continues to grow at a faster pace. The Board also wishes to thank Government of India, various State Governments and the Company''s Bankers for all the help and encouragement they extend to the Company. Your Directors deeply acknowledge the continued trust and confidence that the Shareholders, Customers, the Dealers and the Suppliers have placed in your Company.

For and on behalf of the Board

Sd/-

Ankit Kumar Agarwal

Director DIN: 05138454

Place: Mumbai

Date: 02^nd September, 2016

---

Mar 31, 2014

Dear Members

The Directors have pleasure in presenting their Annual Report together with Audited Statement of Accounts for the year ended 31s'' March 2014.

Financial Results

Particulars Previous year ended 31/03/2014 Amount (Rs.)

Total Income 6,57,88,454.90/- Total Expenditure 8,00,92,170.12/- Profit before depreciation, interest & taxation (1,43,03,715.22)/- Depreciation & Amortisation 1,31,047.24/- Profit/(Loss) before Tax (1,44,34,762.46)/- Provision for Taxation - Current, FBT & Deferred NIL Profit/(Loss) after Tax (1,44,34,762.46)/- Amount carried forward to Balance Sheet (1,44,34,762.46)/-

Dividend

The Directors do not recommend payment of dividend for the financial year.

Corporate Governance

The company has complied with all the mandatory requirements as prescribed under clause 49 of the Listing Agreement with Bombay stock Exchange Limited (BSE). A separate section on corporate governance forms part of Annual Report. A certificate regarding compliance of condition of Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report.

Directors retiring by rotation

Mr. Ankit Kumar Agarwal, Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Directors Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed;

b) The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of financial year and of the loss of your Company for the vear;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

d) The Annual Accounts have been prepared on a going concern oasis.

Revision of Books of Accounts

The books of accounts, as had been approved by the Board of Directors in the meeting held on 31/05/2014 have been altered thereafter on account of certain errors and omissions on the part of the management in drawing up the books of accounts. These errors and omissions had come to the notice of the management after the books of accounts had been finalized. These were then brought to the notice of the statutory auditor, upon which the books of accounts were re-opened and rectified. These financial statements have been revised after the books of accounts were rectified, to give effect accordingly. The revised books of accounts were approved by the Board of Directors on 21st August, 2014.

Audit Committee

The Audit Committee comprises of Mr. Ajit Kumar Tulsian (Chairman), Mr. Gaurav Bhalotia and Mr. Ankit Agarwal. The Audit Committee met 4 times during the year under review.

Auditors

M/s Agarwal & Sanganeria & Co., Chartered Accountants retires at the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment. In accordance with Section 139 of the Compa- nies Act, 2013 read with the Rules made thereunder, M/s Agarwal & Sanganeria can be appointed as Statutory Auditors of the Company for a period of maximum 3 years. The Company has received a Certificate from the auditors to the effect that their reappointment, if made, will be in accordance with the provisions of Section 139(1) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 and that they satisfy the criteria given under Section 141 of the Companies Act, 2013.

Auditors Report

The observations made by the Auditors in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanation.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956 read it with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

Additional Information

Information pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology, foreign exchange earnings and outgo are not applicable to the Company u/s 217(1)(e) of the Companies Act, 1956, for the year.

Acknowledgement

The Directors wish to place on record their sincere appreciation for the committed and dedicated services of the employees of the Company, who have ensured that the company continues to grow at a faster pace. The Board also wishes to thank Government of India, various State Governments and the Company''s Bankers for all the help and encouragement they extend to the Company. Your Directors deeply acknowledge the continued trust and confidence that the Shareholders, Customers, the Dealers and the Suppliers have placed in your Company.

For and on behalf of the Board

Sd/- Aman Choudhary Director Place : Mumbai Date: 27th August, 2014

---

Mar 31, 2013

To The Members

The Directors have pleasure in presenting their Annual Report together with Audited Statement of Accounts for the year ended 31st March 2013.

Financial Results

Previous year Particulars ended 31/03/2013 Amount (Rs.)

Total Income 1,06,23,186.75/-

Total Expenditure 56,83,421.56/-

Profit before depreciation, interest & taxation 55,56,983.10/-

Depreciation & Amortisation 1,26,438.46/-

Profit/(Loss) before Tax 49,39,765.19/-

Provision for Taxation – Current, FBT & Deferred 9,35,000/-

Profit/(Loss) after Tax 40,03,673.19/-

Amount carried forward to Balance Sheet 62,81,735.55/-

Dividend

The Directors do not recommend payment of dividend for the financial year.

Corporate Governance

The company has complied with all the mandatory requirements as prescribed under clause 49 of the Listing Agreement with Bombay stock Exchange Limited (BSE). A separate section on corporate governance forms part of Annual Report. A certificate regarding compliance of condition of Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report.

Directors retiring by rotation

Mr Ajit Kumar Tulsian, Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Directors'' Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed;

b) The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of financial year and of the profit of your Company for the year;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

d) The Annual Accounts have been prepared on a going concern basis.

Audit Committee

The Audit Committee comprises of Mr. Ajit Kumar Tulsian (Chairman), Mr. Ankit Agarwal. The Audit Committee meets 4 times during the year under review.

Auditors

M/s Agarwal Sanganeria & Co., Chartered Accountants retires at the conclusion of the ensuing Annual General Meeting, and being eligible, offer them for reappointment. The Company has received a Certificate from the auditors to the effect that their reappointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

Auditor''s Report

The observations made by the Auditors in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanation.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956 read it with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

Additional Information

Information pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology, foreign exchange earnings and outgo are not applicable to the Company u/s 217(1)(e) of the Companies Act, 1956, for the year.

Acknowledgement

The Directors wish to place on record their sincere appreciation for the committed and dedicated services of the employees of the Company, who have ensured that the company continues to grow at a faster pace. The Board also wishes to thank Government of India, various State Governments and the Company''s Bankers for all the help and encouragement they extend to the Company. Your Directors deeply acknowledge the continued trust and confidence that the Shareholders, Customers, the Dealers and the Suppliers have placed in your Company.

For and on behalf of the Board

Sd/-

Aman Choudhary Director

Place : Mumbai

Date: 10th July 2013

---

Mar 31, 2012

The Director's have pleasure in presenting their Twenty Seventh Annual Report and Audited Annual Accounts of the Company for the year ended on 31st March. 2012.

1. FINANCIAL RESULTS :

(Figures in Rs. Lacs)

For the year Previous Year

2011-2012 2010-2011

Total Income 2.26 0.24

(Loss) / Profit before tax (2.01) (270.82)

Less : Provision for Tax - 7.72

(Loss) / Profit after tax (2.01) (278.55)

2. OPERATION

During the year under review the company suspended all its services. After offsetting the expenses the Company incurred a loss (before tax) of Rs. 2.01 Lacs during the year as against the loss of Rs. 270.82 Lacs incurred during the corresponding period of previous year. The directors are optimistic about the future of the company.

3. DIVIDEND

The Directors do not recommend any dividend for the year.

4. DIRECTORS

Mr. Rohit Agarwal Director of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

5. SCHEME OF AMAGLAMATION OF SMAHTCMAMP'S IT AND INFRA LIMITED

Your Company has filed an application for scheme of amalgamation of M/'s. SMARTCHAMP'S IT AND INFRA LIMITED with our company to the Bombay High Court. The scheme is subject to the approvals of the members of our company and approval of the necessary authorities. The company has already received in principle approval from the Bombay Stock Exchange Ltd. for the scheme of amalgamation.

Smart champ's IT and Infra Limited (SCL) is an IT & Infra company focused on IT hardware . software & Infra sectors . This company is expected to grow at a fast space because of the huge infrastructure expenditures being spent in our country for the infrastructure and development projects. This Company has good amount of resources to carry on the activities of infrastructure, real estate development and IT industry .

The amalgamated consolidated entity will have the strategic and competitive advantage especially at the time when many companies are integrating vertically by setting up their own capacities for business advantage. The proposed amalgamation of Smart champ's IT and Infra Limited with our company is in line with the current global trends to achieve size, scale, integration and greater financial strength and flexibility .

The shareholders of the company would be informed of the developments in this regard as and when it take place.

6. REDUCTION IN SHARE CAPITAL OF THE COMPANY

As per the scheme of amalgamation and arrangement it is proposed lo reduce the present paid up share capital of the company from Rs. 9,00,00,000/- (Rupees Nine Crores) prior to amalgamation to Rs. 45,00,000/-( Rupees Forty Five Lakhs) after the amalgamation. The proposed reduction in capital is subject to the approval of the members and necessary authorities. The company has since received the in principle approval for reduction in share capital as part of the scheme of amalgamation and arrangement from the Bombay Stock Exchange.

The reduction of capital is an intrinsic part of the overall scheme of amalgamation.

The shareholders of the company would be informed of the developments in this regard as and when it take place.

7. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 2I7(2AA) of the Companies Act, 1956. the Directors confirm as under

1. In preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures

2. That they had selected such accounting standards, 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 loss of the company for that period.

3. That they had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the relevant acts for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the accounts are prepared on a going concern basis.

8. CONSOLIDATED FINANCIAL STATEMENT

As required under Accounting standards AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accounts of India, the consolidated financial statements have been prepared on the basis of the financial statements of the company and its subsidiary.

9. AUDITORS

M/s. Agarwal Sanganeria & Co., Chartered Accountants, statutory auditors of the Company hold office until the conclusion of this Annual General Meeting. The Directors recommend their re- appointment as auditors of the Company.

10. AUDITOR REPORT

The observations made by the auditors in their report are self explanatory and need no further elaboration.

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

Your Company does not own any manufacturing facilities and consequently the disclosure of information on conservation of energy, technology absorption etc., required to be disclosed in terms of Section 271 (l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Director's) Rules, 1988 not being applicable, is not given.

A. RESEARCH AND DEVELOPMENT

Research and Development activities by way of software development for commercial applications on turnkey basis - right from systems stud}', design, and development to implementation and training are being undertaken on an ongoing basis, involving applications for the internet, developing portal sites, web sites, e-commerce and supply chain solutions.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Income from software development Rs. Nil

(b) Expenditure in foreign currency Rs. Nil

12. PARTICULARS OF EMPLOYEES

During the year under review there was no employee employed in the financial year who were in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particular of Employees) rules. 1975.

13. FIXED DEPOSITS

The company has not accepted and/or renewed deposits from public lor the period under review within the meaning of Section 58(A) of the Companies Act 1956 and the rules made there under.

14. MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report is appended to this report.

15. CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with the Certificate on Corporate Governance from the Practicing Company Secretary, Mr. S. Lakshminarayanan.

16. APPRECIATION

Your Directors take the opportunity to thank all members for their Co-operation and contribution to the Company's Operation during the year. Your Directors also wish to place on record their appreciation for the support and co-operation by the Banks, Business Associates and financial Institutions during the period under review.

BY ORDER OF THE BOARD

FOR CRESSANDA SOLUTIONS LIMITED

DIRECTOR

Registered Office :

102, Arihant Building, 15th Road,

Khar (W), Mumbai - 400 052

Mumbai : 31st May, 2012

---

Mar 31, 2010

The Directors have pleasure in presenting their Twenty Fifth Annual Report and Audited Annual Accounts of the Company for the year ended on 31st March, 2010.

1. FINANCIAL RESULTS:

(figures in Rs. Lacs)

For the year Previous Year 2009-2010 2008-2009

Income 147.63 361.45

(Loss) / Profit before Depreciation & Tax (3.99) (61.77>

Less: Depreciation 23.66 28.44

(Loss) / Profit before tax (27.84) 32.07 Less : Provision for Tax

Prior Period Adjustments 1.60 0.34

Provision for deferred tax

Provision for Tax -- 1.46

(Loss)/Profit after tax (29.44) 30.27

Add : Balance B/f from Previous Year (579.01) (609.28)

Balance Carried to Balance Sheet (608.45) (579.01)

2. OPERATION

During the year under review the income from the operation from software development services was Rs. 141.15 Lacs as against Rs. 338.67 Lacs achieved during the corresponding period of previous year. After offsetting the expenses the Company incurred a loss of Rs. 29.44 Lacs during the year as against the profit of Rs. 31.73 Lacs earned during the corresponding period of previous year. The drop in income and consequent set back in the profitability was mainly due to the global slow down and the recessionary trend in the information technology sector. The directors are confident that the Company will be able to post better result in the current year. The director are optimistic about the future of the Company.

2. DIVIDEND

The Directors do not recommend any dividend for the year.

4. DIRECTORS

Mr. Rohit Agarwal and Mrs. Geetha Darbha Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

5. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm as under:-

1. In preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures

2. That they had selected such accounting standards, 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.

3. That they had taken proper and sufficient care forthe maintenance of adequate accounting records, in accordance with the provisions of the relevant acts for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the accounts had prepared on a going concern basis.

6. CONSOLIDATED FINANCIAL STATEMENT

As required under Accounting standards AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accounts of India, the consolidated financial statements have been prepared on the basis of the financial statements of the company and its subsidiary.

7. AUDITORS

M/s. Agarwal Sanganeria & Co., Chartered Accountants, statutory auditors of the Company hold office until the conclusion of this Annual General Meeting. The Directors recommend their re- appointment as auditors of the Company.

8. AUDITOR REPORT

The observations made by the auditors in their report are self explanatory and need no further elaboration.

9. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

Your Company does not own any manufacturing facilities and consequently the disclosure of information on conservation of energy, technology absorption etc., required to be disclosed in terms of Section 271 (1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 not being applicable, is not given.

A. RESEARCH AND DEVELOPMENT

Research and Development activities by way of software development for commercial applications on turnkey basis - right from systems study, design, and development to implementation and training are being undertaken on an ongoing basis. Also involving in applications for the internet, developing portal sites, web sites, e-commerce and supply chain solutions.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Income from software development Rs. 1,08,52,545/-

(b) Expenditure in foreign currency Rs. Nil

10. PARTICULARS OF EMPLOYEES

During the year under review there was no employee employed in the financial year who were in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particular of Employees) rules, 1975.

11. FIXED DEPOSITS

The company has not accepted and/or renewed deposits f om public for the period under review within the meaning of Section 58(A) of the Companies Act 1956 and the rules made there under.

12. MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report is appended to this report.

13. CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with the Certificate on Corporate Governance torn the Practicing Company Secretary, Mr. S. Lakshminarayanan.

14. APPRECIATION

Your Directors take the opportunity to thanks all staff members for their Co-operation and contribution to the Companys Operation during the year. Your Directors also wish to place on record their appreciation for the support and co-operation by the Banks, Business Associates and Financial Institutions during the period under review.

BY ORDER OF THE BOARD FOR CRESSSANDA SOLUTIONS LIMITED

DIRECTOR

Registered Office:

26/27, Khatau Building, Alkesh Dinesh Modi Marg, Fort, Mumbai - 400 023

Mumbai: 2nd September, 2010

---

Mar 31, 2009

The Directors hereby present the Annual Report of the Company with the Audited Statement of Accounts for the Financial Year ended March 31, 2009.

1. Financial Highlights

Rs. In Lacs

2008-2009 2007-2008

Gross Income from Operations 361.45 543.30

Operating Profit/(Loss) 61.77 97.69

Depreciation 28.44 70.59

Finance Charges 1.26 5.94

Prior Period Adjustments 0.34 0.59

Profit/(Loss) before Tax 31.73 20.56

Provision for Tax 1.46 1.72

Profit/(Loss) after Tax 30.27 18.84

Liability no longer required written back 0.00 8.05

Excess Provision for taxation written back 0.00 0.00

TDS & Advance tax adjusted for earlier years 0.00 0.00

Profit/(Loss) brought forward (609.27) (636.18)

Balance carried forward to Balance Sheet (579.00) (609.27)

2. Operations

The year under review was significant for your company. The Gross Income from Operations of the Company was Rs. 361.45 Lacs and Operating Profit of Rs.61.77 Lacs as against the operating profit of Rs. 97.69 Lacs in the previous year. During the year the company written off its bad debts amounting to Rs. 15.89 Lacs.

3. Dividend

The Directors have not recommended any dividend for the year.

4. Business Activity

During the year the company explored various markets abroad and was successful in procuring some lucrative projects and in building a good relationship with new customers. Your company remains optimistic about the long term opportunities while at the same time meeting the short term challenge of stabilizing and enhancing the revenue and profitability. Your company responded to the challenge by focusing on customer requirements and by building an efficient sales engine. Your company is closely monitoring the market situation, and believes that its unique business model and prudent risk management practice, coupled with a strong customer base and deep client relationship, give it a sustainable long term competitive advantage. Your company will aggressively pursue new opportunities, and will ensure adequate internal preparedness to take maximum advantage of such opportunities.

5. Management Discussion and Analysis Report

In terms of Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report is appended to this report.

6. Corporate Governance

In terms of Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance is attached as part of the Annual Report

7. Directors Responsibility

Pursuant to Section 217 (2AA)of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000 the Directors confirm that:

1 in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2 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 at the end of the financial year and of the profit or loss of the Company for the year;

3 the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4 the Directors have prepared the Annual Accounts on a going concern basis.

8. Subsidiary Company

As required by Section 212 of The Companies Act, 1956, the Audited Financial statements of the subsidiary, M/s Cressanda Solutions, Inc., along with the Independent Auditors report and schedules thereon are attached and form a part of the Annual Report.

9. Consolidated Financial Statement

As required under Accounting Standards AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India, the consolidated financial statements have been prepared on the basis of the financial statements of the company and its subsidiary.

10. Directors

Mr. Rahul Agarwal and Mr. M. N. Shenoy retire by rotation at the forthcoming Annual General meeting and are eligible for re-appointment.

11. Auditors

The Auditors, M/s Agarwal Sanganeria & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Company has obtained a written certificate from the auditors, to the effect that their appointment, if made, in the ensuing Annual General Meeting, will be in accordance with the statutory limits of the audit of the companies as per sub-section (1B) of section 224 of the Companies Act, 1956

12. Fixed Deposit

During the year under review the Company has not accepted any fixed deposits from the Public and as such no amount of principle or interest was outstanding on the date of the Balance sheet.

13. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

Your Company does not own any manufacturing facilities and consequently the disclosure of information on conservation of energy, technology absorption etc., required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 not being applicable, is not given.

A. RESEARCH AND DEVELOPMENT

Research and Development activities by way of software development for commercial applications on turnkey basis - right from systems study, design, and development to implementation and training are being undertaken on an ongoing basis. Also involving in applications for the Internet, developing portal sites, web sites, e-commerce and supply chain solution.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Income from software development services and products Rs. 2,35,95,065

(b) Expenditure in foreign currency Rs. Nil

14. Particulars of Employees

The Company has no employees during the year in respect of which the statement pursuant to sub-section (2A) of Section 217 of the Companies Act, 1956 as amended by the Companies Amendment Act, 1988 read with the Companies (Particulars of Employees) Rules, 1975, is required to be annexed.

15. Acknowledgements

Your Directors wish to place on record the sincere and dedicated efforts of all the members of the Companys team, which has made it possible to achieve significant growth. Your directors also take this opportunity to offer their sincere thanks to the clients, vendors, dealers, business associates, investors and bankers for their continued support throughout the year.

The employees of your Company continue to display their unstinted devotion, co-operation and commitment in pursuit of excellence. Your directors take this opportunity to record their appreciation of the dedicated work and contribution made by everyone of Cressanda Family enabling the company to realize its corporate objective.

for and on behalf of the Board of Directors of Cressanda Solutions Limited

Sd/- Rahul Agarwal

Managing Director

Date: June 30, 2009