Yaan Enterprises Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board of Directors of your Company (“The Board’*) have pleasure in presenting the 36th
Annual Report of Yaan Enterprises Limited (“the Company”) along with Audited financial
Statement for the Year ended March 31. 2025,

FINANCIAL SUMMARY AND STATE OF COMPANY’S AFFAIRS

The Audited Financial Statement of Company as on March 31. 2025, are prepared in
accordance with the applicable Indian Accounting Standards (“Ind AS*’) are provided in the
Annual Report of the Company, The Summary of Financial Performance of Company for the
Financial Year ended March 31, 2025 are as under:

(Amount Rs. In Lakhs)

Particulars	2024-35 2023-24
Total Revenue	550.50	502,99
Total Expenditure	496.16	428,43
Profit Before Depreciation and Tax (PBDT)	54.34	74.56
Less: Depreciation	8.66	3.10
3.css; Finance Com	6.47	3.94
Profit Before l ax	39 21	67.5.1
Exceptional Items	-	-
Profit After Exceptional Items	39.21	67,51
Prior Period Items	-	-
Less: Provisions for Taxation Including Deferred l ax	(6.63)	18,48
ProfMLoss) AfterTai	45.85	49.03

During the Financial Year under review:

The Company has earned Total Revenue of Rs. 550.50 lakhs as compared to Rs. 502.99 lakhs
in the previous year, recording an increase of Rs. 47.51 lakhs.

The Company has earned a Profit Beforffax of Rs. 39.21 lakhs as compared to Rs. 67.51
lakhs in the previous year and the Profit After Tax during the year was Rs. 45,85 lakhas
compared to Rs. 49,03 lakhs in the previous year.

A detailed discussion on financial and operational performance of the Company is given
under “Management Discussion and Analysis Report” forming part of this Report,

BUSINESS OVERVIEW

The company''s vision is to diversify and tap into high growth sectors, the Company entered
the jewellery and gems business under the brand name “Crown Gems” in September 2016.
and later forayed into works contracting and infrastructure development. Reflecting this
strategic diversification, the company has changed its name as Yaan Enterprises l A mi Led.

Yaan Enterprises Limited is currently engaged in the following major business segments:

a) Travel and Tourism

The company continues its core activity of tour operations, offering flight bookings, hotel
reservations, and travel packages through its proprietary travel search engine. Our logistics
and transport services are also integrated into this vertical, continuing the legacy of Crown
Tours,

b) Precious and Semi-Precious Stones Trading

The company has been active in trading precious and semi-precious stones since 2016. This
segment contributes to the company''s diversified portfolio and caters to both domestic and
international markets.

c) Works Contracting and Construction

Yaan has expanded inio the infrastructure sector by undertaking works contracts related to
road development, highways, and bridges. This business vertical complements our strategy to
explore capital-intensive and government-linked projects.

d) Other Initiatives and Diversification

During the year, the Company has also ventured into other high potential areas such asagro
products trading e-commerce, real estate; and handicrafts. These initiatives align with our
long-term vision of creating a multi-vertical business model.

CHANGE US NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year
ended 3 i March 2025.

DIVIDEND

No Dividend was recommended by the Board of Directors of the Company for the period
under review due to inadequacy of profits.

TRANSFER TO RESERVE

The Board of Directors of the Company has not proposed to transfer any amount tony
reserved of the Company during the period under review.

CHANGE IN CAPITAL STRUCTURE

• Authorised Share Capita]

There was no change in the Authorised Capita] of the Company during the Financial Year
under review. [Ire Authorized Capital of the Company Ms 4,00,00,000/- (Rupees Four
Crore Only) divided into 40,00,000 (Forty Lakh) Equity Shares¹ of 10/- (Rupees Ten)
each.

• Issued, Subscribed & Paid-up Capital

There was no change in the issued, subscribed and paid-up capital of the Company as on
March 31, 2025 stood at ¹3,10,00,000/- (Rupees Three Crore Ten Lakh Only) divided
into 3 1,00,000 (Thirty-One Lakh) Equity Shares of 10/- (Rupees Ten) each.

EMPLOYEES BENEFIT PLAN(S)

There are no Employee Benefit Plans in the Company during the Financial year under review.
No ESOPs or other stock benefits have granted to any employees of the Company.

CREDIT RATING

During the year under review, the Company has not obtained Credit Rating from any Credit
Raring Agency.

HOLDING COMPANY / SUBSIDIARY COMPANY / ASSOCIATE COMPANY /
JOINT VENTURE

The Company does not have any Holding Company, Subsidiary Company, Associate
Company, or Joint Venture within the meaning of Section 2(46), 2(87) and 2(6) of the
Companies Act, 2013.Further, during the reporting period, the Company has neiLher become
nor eeased to be a Holding Company, Subsidiary'' Company, Associate Company, or Joint
Venture,

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
a) Composition of Board of Directors and KMPs:

The Board of Directors ofyour Company consist of 6 (Six) Directors, of which 3 Directors
are Independent. The Board also comprises of 1 (One) Woman Director.

The Key Managerial Personnel (“KMP”) of your Company consist of Mr. Raujith Soman as
the Chairman -cum-Managing Director, Ms. Shalaka Copale as the Chief Financial Officer
arid Ms. JChushi Khandelwal as the Company Secretary as on 31 March 2025.

The Composition of Board of Director and Key Managerial Personnel as oithe last day of
financial year under review arc as follow''s;

Name of Dlrectors/KMPs	Designation
Mr. Ranjith Soman	Chairman & Managing Director
Drr Veena Ranjith	Non-Executive Director
Mr, Rajat Ranjith Vaidyar	Non-Executive Director
Mr. Raj an Balknshna Raiehura	Non-Executive Independent Director
Mr, Praveen Kumar Munta	Non-Executive Independent Director
Mr. Venkata Siva Teja Yarlagadda	Non-Executive Independent Director
Ms Shalaka Rupesh Gopale	Chief Financial Officer
Ms. Khushi Khandelwal	Company Secretary

b> Changes in Board of Directors and KMPs;

The shareholders of the Company, at 35th Annual General Meeting held oil 28^s1 September,
2024, have approved the Appointment of Mr. Venkata Siva Teja jXanagadda as Independent
Director w.e.f. 27^ January 2024 for a period of 5 years. Furthermore, the shareholders of the
Company have approved the re-appointment of Dr. Veena Ranjith as Director, liable to retire
by rotation.

Pursuant to Section 152 of the Act, Mr. Rajat Ranjith Vaidyaris liable to retire by rotation at
the ensuing 36th Annual General Meeting, lie is eligible for re-appointment and has offered
herself for re-appointment as Director of the Company, The Board recommended the same to
the shareholders of the Company for their approval.

On the recommendation of Nomination Remuneration and Compensation Committee, the
Board of Directors, in its meeting held on 12^th August, 2025 has approved die re-appointment
of Mr,Ranjith Soman as Managing Dircctoof the company for a period of 5 years with
effect from 29th June, 2026 to 28th June, 2031 and not liable to retire by rotation. In the
opinion of the Board, he possesses adequate skill, knowledge, expertise, integrity and
experience as determined by the Company and his services are essential for smooth and
efficient running of the business. Keeping in view of above, the Board has recommended his
re-appointment as a Managing Director of the Company for the approval of shareholders in
the ensuing AGM.

During the year under review and upto the dale of this report, the following changes took
place in the Key Managerial Personnel:

• Resignation of Ms. Rajpriya Khandelwal as Company Secretary and Compliance
Officer of the Company with effect from 8^th April 2024,

• Appointment of Ms] Prachi Gupta as Company Secretary and Compliance Officer of
the Company with effect from 6"¹ July., 2024.

• Resignation of Ms. Pracht Gupta as Company Secretary and Compliance Officer of
the Company with effect from 14^lh October, 2024

• Appointment of Ms, Khushi Khandelwal as Company Secretary and Compliance
Officer oT the Company with effect from 14^lh November, 2024.

• Resignation of Ms, Khushi Khandelwal as Company Secretary and Compliance
Officer of the Company w ith effect from 5^lh April, 2025

• Resignation of Ms.Shalaka Rupesh Gopale, as Chief Financial Officer of the
Company with effect from 30^T>1 May, 2025

• Appointment of Ms. Priyanka Goyal as Company Secretary and Compliance Officer
of the Company with effect from l^al June 2025.

• Appointment of Ms. MilaE hah as Chief Financial Officer of the Company with
effect from 1st June, 2025.

c) Board Evaluation and Remuneration Policy

Pursuant to the provisions of the Act, the Board has carried out an annual performance
evaluation of its own performance, board committees and of the directors individually
{including Independent DireclOtsjas per the Criteria defined in the Nomination and
Remuneration policy and expressed its satisfaction.

The Independent Directors in their separate meeting, have evaluated the performance of Non¬
Independent Directors and the Board as a whole and Chairman of the Board. Furthermore, the
Board is of the opinion that all the directors, as well as the directors appointed/ re-appointed
during the year, are persons ofhigh repute, integrity & possess the relevant expertise, skilhfe
experience and qualification in their respective fields.

The criteria of evaluation and directors'' skill/expertise CtC, arc described in the Nomination
and Remuneration policy published on the website of'' the Company

https :.7www.vaanenterpri ses.com/wp-content/uploads/202 2/04/7 -Remuneration -Pol icy, pdf

Performance evaluation of Directors was carried out by Board of Directors and Nomination
and Remuneration Committee on parameters such as appropriateness of qualification,
knowledge, skills and experience, time devoted to Hoard, deliberations and participation level
in board functioning, extent of diversity in the knowledge and related industry expertise,
attendance and participations in the meetings and workings thereof and Initiative to maintain
high level of integrity and ethics and the same was apprised to the Board of Directors,

Independent Directors had carried out performance evaluation of Non Independent Directors
in their separate meeting, the Board as a whole and performance evaluation of Chairman/
Managing Director was carried out, taking into account the views of Executive and-No
Executive Directors.

The performance of Committees was evaluated on parameters such as whether the
Committees of the Board are appropriately constituted, have appropriate number of meetings
held each year to accomplish all of its responsibilities, maintain the confidentiality of its
discussions and decisions, conduct self-evaluation at least annually, make periodical reporting
to the Board along with its suggestions and recommendations.

Independent Directors’ performance evaluation was carried out on parameters such as
whether the Directors uphold ethical standards of integrity and probity, the ability of the
directors to exercise objective and independent judgment in the best interest of Company, the
level of confidentiality maintained, adherence to the appiicable code of conduct for
Independent Directors and their role in bringing independent judgment during Board
deliberations on strategy, performanec, risk management etc.

d) Retard Meetings

The Board of Directors met 6 (Six) rimes during the financial year 2024-25 on 25th May
2024, 6th July 2024, 10th August 2024, 20th August 2024, 14th November 2024. 13th
February 2025, Frequency and quorum at these meetings were in conformity with the
provisions of the Companies Act, 2013. The intervening gap between the meetings was
within the period prescribed under the Companies Act, 2013.

In compliance of section 140 of the Companies Act, 2013 and the provisions of L isting
Regulation, a separate meeting of Independent Dilector was n held o Thursday, 13th
Feburary,2025. All three independent directors were present in the Meeting.

The names and categories of the Directors, their attendance at Board meetings during the year
and at last Annual General Meeting, as also the number of Directorships and Committee
memberships held by them in other Companies arc shown as under: -

Director Name	Category	No. of Board Meeting s Held	No, Of Board Meetings Attended	Whether Attends^ Last AGm on 2S.0P.2024	No. of other director¬ ships	No. of Committee Member¬ ships held	No. of Committee Chairman¬ ships held
Raniiill Soman	Managing Director	6	6	Yes	3	0	0
Vcena Ranjilh	Non¬ executive Director	6	6	Yes	3	0	0
Rajat Ranjith Vaidyar	Non¬ Executive Director	6	6	Yes	0	0	0
Rajari Balkrishna Raichura	Non¬ Executive Non¬ Independent Director	6	6	Yes	0	0	0
Praveen Kumar Munta	Non¬ Executive Non- [ndependent Director	6	6	Yes	0	0	0
Venkata Siva Tcja Yarlagadda	Non- Exeeubve Non¬ Independent Director	6	6	Yes	0	0	0

c) Committees of the Board

As on 31^sr March 2025. the Board has 3 {Three) Committees rules, made there under, with
proper composition of its members which are focused on financial reporting, audit & internal
controls, compliance issues, appointment and remuneration of Directors and Senior

Management Employees and the risk management framework. The Board periodically
evaluates the performance of all the Committees as a whole. All observations,
recommendations and decisions of the Committees arc placed before the Board for
consideration and approval.

The Board has the following committees as under:

* Audit Committee;

* Nomination and Remuneration Committee;

* Stakeholders Relationship Committee

I. Audit Committee

The Board of Directors of your Company has duly constituted the Audit Committee in terms
of the provisions of Section 177 of the Companies Act. 2013 read with the Rules framed there
under

The Composition of the Audit Committee is as follows:

S. No.	Name of Member of the Committee	Designation
1.	Raj an Balkrishtia Raichura	Chairman
2.	Rajat Ranjith Vaidyar	Member
3.	Brave en Kumar Munta	Member

The Audit Committee held meetings as follows:

S, No.	Date of Meeting	Number of Members as cm the date of Meeting	Number of \1 em bers A tten d ed tlie Meeting
1.	23th May 2024	3	3
2.	i 0th August 2024	3	3
3.	14th November 2024	3	3
4.	I3lh February 2025	3	3

II. Nomination and Remuneration Committee

The Board of Directors of your Company has duly constituted the Nomination and
Remuneration Committee in terms of the provisions of Section 178 of the Companies Act,
2013 read with the Rules framed there under.

The Composition of Nomination and Remuneration Committee is as follows:

S. No.	Name of Member of the Committee	Design a ti oil
1.	Raj an Balkrishna Raicbura	Chairman
2.	Rajat Ranjith Vaidyar	Member
3.	Praveen Kumar Munta	Member

The Nomination and Remuneration Committee held meetings as follows:

S, No,	Date of Meeting	Number of Members as on the date of Meeting	Number of Members Attended the Meeting
1.	6th July 2024	3	3
2.	14th November 2024	-T-	j

ITT. Stakeholders Relationship Committee

The Board of Directors of your Company has duly constituted the Stakeholders Relationship
Committee in terms of the provisions of Section 178 of the Companies Act, 2013 read with
the Rules framed there under.

The Composition of Stakeholders Relationship Committee is as follows:

S, No.	Name of Member of the Committee	Designation
1.	Raj an Balkrishna Raichura	Chairman
2.	Rajat Ranjith Vaidyar	Member
3.	Pravccn Kumar Manta	Member

The Stakeholders Relationship Committee held meetings as follows:

S. No.	Dote of Meeting	Number uf Members as on the date of Meeting	Number of Members Attended the Meeting
1.	23th May 2024	3	3

i) Declaration by Independent Director

A!! Independent Directors oT the Company have given dec I Lira lions lhal they meet the criteria
of independence as laid down under Section 149(6) of the Act, and Regulation 16(l)(b) of
SEBI (LODR) Regulations. Further, all necessary declarations with respect to independence
have been received from all the Independent Directors and also received the confirmation that
they have complied with the Code for Independent Directors prescribed in Schedule IV of the
Act. The terms and conditions tor the appointment of the Independent Directors are given on
tine website of the Company. The Board is of the opinion that Independent Directors of the
Company fulfil the conditions of independence specified in the Act and the SEBI (LODR)
Regulations and that they arc independent of the management.

g) Board Diversity

The Company recognises and embraces the benefits of having a diverse Board of Directors to
enhance the quality of its performance. The Company considers increasing diversity at Board
level as an essential element in maintaining a competitive advantage in the complex business
that it operates. The Policy on Board Diversity is available on website of the Company at the

link:https:, www.yaanentcrprises.l^l»ih. wp-content, uploads''202 3 /0 2/pn 1 i cy-on -board-
diversity .pdf

h) Hom''d Policies ! Codes

The Company has duly framed policies and codes which are required under the Act, SCBI
(LODR) Regulations and other I jiws/Rules/Regulotions as applicable on the Company. The
policies/codes as required to be disclosed on the website ofthe Company are available at the
link: ‘‘https://www.Yaancntcrprises.com/policics/*''

DIRECTOR RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliance with the
provisions of Section 134(3) (c) read with Section 134(5} of The Companies Act, 2013, in
preparation of annual accounts for the financial year ended 31 st March, 2025 and state that:

a) In the preparation of the Annual Accounts for the Financial Year ended 31st March,
2025, the applicable accounting standards have been followed with proper explanation
relating to material departures.

b) the Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that were reasonable and prudent so as to give a true
and fair view ofthe state of affairs of the Company at the end ofthe financial year and
profit of the Company for that period,

C) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance wiLh the provisions ofthe Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.

d) the Directors had prepared the annual accounts for the financial year ended 31st
March, 2025 on a going concern busis.

e) the Directors had laid down proper internal financial controls to be followed by the
company and that such internal financial controls are, adequate and are operating
effectively.

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

DEPOSITS

During the year under review-'', your Company has notaccepted any deposit within the meaning
of Section 73and 74 of the Act.. read with the Companies (Acceptance ofDeposits) Rule,
2014. There are no outstanding deposits ason 31 March 2025.

PARTICULAR OF LOANS, GUARANTEES AND INVESTMENT

The details of loans, guarantees and invcstmcntseovcrcd under the provisions of Section 186
of the Act, are given in the respective notes to the standalone financial statements of the
Company.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year
with related parties were in the ordinary course of business and on an arm’s length basis.
During the year, the Company had not entered into any contract / arrangement i transaction
with related parties which could be considered material in accordance with the policy of the
Company on materiality of related party transactions. The particulars of contracts or
arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in
the prescribed Form AOC-2 is annexed to the Board’s Report as Annexure l.

All Related Party Transactions entered into during the financial year were placed before the
Audit Committee and the Board of Directors for approval. The Company has a process in
place to periodically review'' and monitor Related Party Transactions. Omnibus approval was
obtained on a yearly basis for transactions which were of repetitive nature. All the related
party transactions were in the ordinary course of business and at arm''s length basis.

There were no material subsidiary companies as defined in Regulation 16 ©of the SERI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Related party
transactions entered during the financial year under review'' are disclosed in Notes to the
financial statements of the Company for the financial year ended 31st March, 2025.

The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company''s website at the link:
https ://w^,w''w.vaarternerp3ises,com''''wp-contcnt:''''up1oads/2()22/04/2-R.e1ated-PartvTi^,a reaction-
Policy-NA.pdf

NOMINATION AND REMUNERATION POLICY

The brief oT the Nomination and Remuneration policy has been uploaded on w''ebsile oT the
company at the I ink:httns://w ww.vaanenterpriscs.com/wp-contepi/uploads72022/Q4/7-

Rcmurieration-Policv.pdf

RISK MANAGEMENT

The Company has in place a Risk Management frameworkto identify , evaluate and monitor
business risks and challenges across the Company, that seek to minimise the adverse
impaction business objectives and capitalise on opportunities. The Company''s success as an
organisation largely depends onils ability to identify such opportunities and leverage them
while mitigating the risks that arise while conducting its business. The Company has also
framed, developed and implemented a Risk Management policy to identify the various

business risks. This framework seeks to create transparency, minimise adverse impact on
business objectives and enhance the Company’s competitive advantage. The risk management
policy defines the risk management approach across the enterprise at various levels, including
documentation and reporting. The risk management committee monitor and review the risk
management plan and to perform functions as defined under the Act and SEB! (LODR)
Regulations. Risk Management Policy has been reviewed and approved by the Board and
Audit Committeeand t he same is available on the website of the Company at the link:
https:/,www.yaancnteipriscs.com''''wp-content''''uploads.''''S0SS/Q4/S-RISK.-MANAGEMENT-
POLICY mdf

internal financial controls

The Board adopted the policies and procedures for ensuring the orderly and efficient conduct
of its business, including adherence to the Company’s policies, safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of accounting
records, and the timely preparation of reliable financial disclosures. For the assurance of best
possible Internal Financial Controls to be followed by the Company, furtherance to the
current Internal Financial Controls, a Policy of Internal Financial Control was reviewed and
approved by the Board and Audit Committee and the same is available on the website and
may be accessed at the link: https://www.vaancntci priscs.com/wp-contcnt/uploads/2022i(34/4-
[ 11 tern a bf^r i n a nc i al - Co ntro I - Pol i c y. pd f

PREVENTION OF INSIDER TRADING

Jn compliance with the provisions of Securities Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015 (‘SEB1 (PIT} Regulations''), the Board has adopted a code
of conduct to regulate, monitor and report trading by Designated Persons to preserve the
confidentiality of price sensitive information, to prevent misuse thereof and regulate trading
by designated persons. It prohibits the dealing in the Company’s shares by the promoters,
promoter group, directors, designated persons and their immediate relatives, and connected
persons, while ill possession of unpublished price sensitive information in relation to the
Company and during the period(s) when the Trading Window to deal in the Company’s
shares is closed. Pursuant to the above, the Company has put in place adequate and effective
system of internal controls to ensure compliance with the requirements of the SEB I (PIT)
Regulations. The code is available on the Company’s website at

Imp s://www. va a n enterprises, co nt/wp-contert/u ploads/2 02 2 M4.G-Cod c-of-conduct-ibr-

p re vent j o n - o f- in sider-tradin g. pd f

The Board oT Directors have also formulated a code of practices and procedures lor fair
disclosure of unpublished price sensitive information containing policy for determination of
"legitimate purposes'' as a pan of this Code, which is available on the Company’s website at
http s: //w ww. v a a ti e n t erpri scs. co in/ w p- co tit on l/u pi oads/2 02 3 /Q 2/codc- fa i r-d i scl os u re- po I i e v-
unpublished-price-sensHive-infoi''mation-insider-trading-regubttoii-201 8. pdf

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is fully committed the Company, The Company has zero tolerance for sexual harassment at workplace and has
adopted a Policy on prevention, prohibition, and rcdressal of sexual harassment at Workplace
as per the requirement of the Sexual Harassment of Women at Workplace(Prevention,
Prohibition &. Redressal) Act, 2013 and Rules made thereunder. In line with the same, the
Company has formulated Sexual Harassment Policy and set up Internal Complaints
Committee (ICC)to redress complaints received regarding sexual harassment. The policy is
available on The Company’s website at lift p s: //ww w. y a ancm erpri ses. e o m/ w p¬
c or te n i ¦ u p i oad ^ 2 0 2 2/04 ¦ 9- S ex u a 1 -11 a r vas m en t - Po lie v. pd h During the year under review, no
complaint was received by the ICC committcc.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has established a Whistle Blower and Vigil Mechanism Policy and has
established the necessary vigil mechanism for grievances Rcdressal of the Directors and
employees to report concerns about unethical behaviour. All Protected Disclosures
concerning financial Recounting matters should be addressed to the Chairman of the Audit
Committee of the Company for investigation. The said policy has been uploaded on the
website of the Company and may he accessed at the link
h ttpsi //www. yaanenterpri ses .com/wp-content/uploads/2022/04/5 - Whi stl e-b | ower-po I icy-an d -
vigi 1 -median i sm.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSRj

The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable as per the provisions of Section 135 of the
Companies Act, 2013.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy: Being a part of this Industry, Company’s operations are not
such energy intensive. However, adequate measures have been taken to conserve the
consumption of energy.

(i) The steps taken or impact on conservation of energy: The Company always
emphasized on the conservation of energy, it installed energy efficient equipment''s
and this results in less consumptions of the energy* comparatively and also supports
go green initiative.

(1l) The steps taken by the eompany lor utilizing alternate sources of energy; Installation
of invertors /generators has been done as the alternate sources of energy.

(iii) The capital investment on energy conservation equipment’s: Investments in
installation of invertors, generators.

B. Technology absorption: Operations of the company do not involve any kind of special
technology and there was no expenditure on research & development during this financial
year. However, your company continues to upgrade its technology.

(i) The efforts made towards technology absorption: The Company continues to make
substantial investments in its technology platforms and systems and spread its
electronically linked branch network. The software called “Yatra” is used for
connectivity among the branches concerned to the accounts and operational activities
of the Company.

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

N.A,

(iii) In case of imported technology (imported during last three years reckoned from the
beginning of the financial year): N.A.

a. the details of technology imported;
h_ the year of import;

c. whether the technology been fully absorbed,

d. if not fully absorbed, areas where absorption has not taken place, and the
reasons thereof; and

(tv) The expenditure incurred on Research and Development: NIL

C, Foreign Exchanges Earnings & Out go {in Rs,): NIL

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in Annexure 2.

Information required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in Annexure-3 annexed herewith showing the names of employees and other
particulars of the top ton employees. Furthermore, vve confirm that no employee drawing
remuneration in excess of the limits as provided in the said rules.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) ofthe Act, read with Companies (Management &
Administration) Rules, 2014, the annual return in the prescribed form is available on the
website of the Company at htips://ww w .yaanenterprises.com/''

CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 15 (2) (a) olthc Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with
the provisions, of Regulation 17 to 27 iuchidmgcJauses (b) to (i) and (t) of sub-regulation (2)

of regulation 46 and para C > D and l: of Schedule V of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations) were nor applicable on the company during the financial year 2024 25.
Consequently, the Compliance Report on Corporate Governance as stipulated under Schedule
V of the Listing Regulations do not form part of this Annual Report for the Financial Year
2024-25.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of the financial conditions and results of
operations of the Company lor the year under review, as required under regulation 34(2)(e) of
SEB1 (LODR) Regulations, is being given separately and forms a part of this annual report.

SECRETARIAL STANDARDS

The Directors have devised proper systems and processes for complying with the
requirements of applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (TG&F) and that such systems were adequate and operating effectively
and the Company has complied with all applicable Secretarial Standards during the year
under review.

LISTING OF SHARES

The shares of the Company are listed on BSH Limited and the listing tee for the year 2025- 26
has been duly paid.

AUDITORS AND AUDITORS’ REPORT
A. Statutory Auditors

Pursuant to Section 13d of the Act, the shareholders at 32nd AGM appointed M/s
Koshal & Associates, Chartered Accountants, Mumbai (FRN No.: 121233W}as the
Statutory Auditors of the Company for 5 (Five) years commencing from conclusion of
32nd Annual General Meeting (AGM) till the conclusion of the 37th Annual General
Meeting of the Company.

M/s Koshal & Associates, Chartered Accountants, Mumbai (FRN No.: I21233W),
statutory auditors of the Company, have submittedAuditors’ Report on the financial
statement of the Company for the financial year ended 31 March 2025, which forms a
part of thiAnnual Report . The Report on the financials does not contain any
qualifications, observations or adverse remarks Information referred to in the
Auditors'' Reports are sett-explanatory and do not call for any further comments.

B. Secretarial Auditors

In terms of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, M s. BK Sharma and
Associates, Practicing Company Secretaries, conducted the secretarial audit of the
Company for the financial year 3024 25. The Secretarial Audit Report for tire
financial year 2024 25 Is attached herewith as Amiexure 4. There has been no
qualification, reservation, adverse remark or disclaimer given by the Secretarial
Auditors in their Report, Information referred to in the Secretarial Auditors'' Report
arc self-explanatory and do not call for any further comments.

C. Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable tor the
business activities carried out by the Company and accordingly no such accounts and
records are made and maintained.

INTERNAL AUDITOR

The Board lias appointed M/S N a mini & Co., Chartered Accountants to carry out internal
Audit of the Company for financial year 2024 25 under the provisions oT Section 138 of the
Companies Act, 2013.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors* Internal Auditors and Secretarial
Auditors have not reported any instances of frauds committed in the Company byits officers
or employees, to the Audit Committee under Section143(12) of the Act, details of which
needs to be mentioned in this Report.

OTHER DISCLOSURES

During the financial year under review:

1. There are no significant and material orders passed by the regulators or courts or
tribunals which Would impact the going concern status of the Company;

2. There arc no materia l/signific a tit changes occurred between the cud of the financial
year 2024-25 and the date of this report which may impact the financial position of the
Company;

3. No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or arty proceeding pending
under the Insolvency and Bankruptcy Code, 2016 during the year along with their
status as at the end of the financial year is not applicable; and

4. The requirement to disclose die details of difference between amount of the valuation
done at the time of onetime settlement and the valuation done while taking loan from
the Banks or Financial Institutions along with the reasons thereof, is not applicable.

Acknowledgement

Your directors acknowledge with gratitude and wish to place on record its appreciation for
the dedication, commitment and hard work of the Company''s employees at all levels, who
continued lo be cornerstone of our major strength and success. The Board also take this
opportunity to express our deep sense of gratitude to all government and non government
agencies, bankers, vendors and business partners for their continued support and cooperation.
We arc equally grateful to our Members and Stakeholders tor their unwavering trust atid
confidence in the management of the Company. We look forward for ongoing support in the
years ahead.

Kor and on behalf of the Hoard of Directors

Runjilli Soman

Chairman-cum-Managing Director
DIN:01714430

Date: 12.0S.2025

Place: Raigarh, Navi Mumbai

---

Mar 31, 2024

Your Directors have pleasure in presenting the 35th Annual Report of Yaan Enterprises Limited along
with Audited Financial Statements for the year ended 31 st March, 2024,

1, Financial Summary

(Amount Rs. In Lakhs)

Particulars	202324	20232023
Total Revenue	502,99	246.77
Total Expenditure	428.43	237.31
Profit Before Depreciation And Tax (PBDT)	74.56	9.46
Less: Depreciation	3.10	1.63
Less: Finance Cost	3.94	0.96
Profit Before Tax	67.51	6.87
Exceptional Items	-	-
Profit before Tax	67.51	6.87
Prior Period Items	-	-
Less: Provisions for Taxation Including Deferred Tax	18.48	0.58
Profit/(Loss) After Tax	49.03	6.30

No amount is proposed to be transfer to General Reserves in the Financial Year 2023-24.

2. FINANCIAL SUMMARY AND STATE OF COMPANY’S AFFAIRS

During the year under review, the Company has earned total revenue of Rs, 502.99 lakhs against Rs.
246.77 lakhs in the previous year. The Company has net profit of Rs. 49.03 lakhs as compared to Net
Profit of Rs. 6.30 lakhs in previous year.

Despite the challenges faced during the pandemic, we have managed to showcase consistent profitability
and growth, which is a testament of the Company’s resilient business models, strong fundamentals and
increase in operational efficiency, during this period.

The Board of Directors has considered from time-to-time proposals for diversification into areas which
would be profitable for the Company as part of diversification Plans. During the year under review, the
company has done the assignments for construction and infrastructure activities.

3. DIVIDEND

No Dividend was recommended by the Board of Directors due to inadequate profits during the financial
year 2023-2024.

4. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATES AND THE DATE OF THE
REPORT

There has been no such material changes and/or commitment which could affect the financial position of
the Company which have occurred between the end of the financial year to which the financial statements
relate and the date of the report

5. CHANGE IN NATURE OF BUSINESS

There was no change in business activities of the company during the period under Review.

6. SUBSIDIARIES/ JOINT VENTURES /ASSOCIATE COMPANIES

There has been no Subsidiary, Associate Company, and joint venture of the Company. Further, during the
reporting period, no company has become or ceased to be a subsidiary/ joint venture or associate
Company.

7. DIRECTORS & KEY MANAGERIAL PERSONALS (KMP)

The Board of Directors consists of 6 (Six) members, of which 3 (Three) are Independent Directors. The
Board also comprises of one Woman Director.

During the year under review, Mr. Ravi Sellappan (DIN: 03301837) has tendered his resignation as the
Independent Director of the Company w.e.f. 30th October, 2023.

During the year under review, Mr. Venkata Siva Teja Yarlagadda (DIN: 10480811) as an Additional
Director in the category of Non-Executive Independent Director on the Board of the Company with effect
from 27th January, 2024

The Key Managerial Personnel (“KMP”) of your Company are Mr, Ranjith Soman, Chairman and
Managing Director, Ms. Shalaka Rupesh Gopale, CFO and Ms. Rajpriya Khandelwal, Company
Secretary. Ms. Rajpriya Khandelwal, (M No: ACS 29297) resigned from the post of Company Secretary
and Compliance Officer of the Company w.e.f. 08th April, 2024, and Ms. Prachi Gupta, (M No: ACS
44493) appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 6th, July,
2024

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Ms. Veena Ranjith
(DIN: 02187295) is liable to retire by rotation at the 35th Annual General Meeting and being eligible
offers herself for re- appointment.

The brief resume and other details as required under Regulation 36(3) of the SEBI (LODR) 2015, of the
Directors seeking re-appointment at the ensuing AGM are provided in the Notice of the AGM of the
Company which forms a part of the Annual Report.

8, DISCLOSURES UNDER THE COMPANIES ACT. 2013

i. Annual ReturnfThe Annual Return in accordance with the provisions of Section 92(3) and
134(3) of the Companies Act, 2013 and rules made there under is available on Company’s
website and can be accessed at https://www.yaanenterprises.com/.

ii. Meeting of Board of Directors: the Board of Directors of the company met 4 (Four) times during the
year. The intervening gap between any two meetings was within the time period and the quorum at these
meetings was in conformity with the provisions of the Companies Act, 2013 and Listing Regulations and
the Secretarial Standard-1 on Board Meetings issued by the Institute of Company Secretaries of India.
The following Meetings of the Board of Directors were held during the Financial Year 2023-24.

S.No.	Dateof Meeting	Board’s Strength	No. of Directors Present
1	27.05.2023	6	6
2	12.08.2023	6	6
3	28.10.2023	6	6
4	27.01.2024	6	6

The particulars of the Directors and attendance at the Board Meetings during the year, the attendance in
the last Annual General Meeting, number of other directorships (excluding directorship in Yaan
Enterprises Limited) and Committee are as follows;

No.	Name of Directors & Designation		Attendance at the meeting		No. of Directorship as on 31.03.2024	No. of Committees positions held in the other public companies as on 31*Marcia0 24
			BOD	AGM held on 30.09.2023		Mem b er	Chairp erson
1	Ranjith Soman	Managing Director	4	Yes	4	0	0
2	Rajan Bal Krishna Raichura	Non-Executive Independent Director	4	Yes	1	0	0
3	Veena Ranjith	Non- Executive Director	4	Yes	4	0	0

4	Rajat Ranjith Vaidyar	Non-Executive Director	4	Yes	1	0	0
5	Ravi Sellappan	Non- Executive Independent Director	3	Yes	1	0	0
6	Praveen Kumar Munta	Non- Executive Independent Director	4	Yes	1	0	0
7.	Mr, Venkata Siva Teja Yarlagadda	Non- Executive Independent Director	1	No	1	0	0

Meeting of Independent Directors

In compliance of Section 149 of Companies Act, 2013 and the provisions of Listing Regulations a
separate meeting of Independent Directors was held on 27^th January, 2024, Attendance of Independent
Directors at the meeting is given hereunder:

Nameof Director	Present(Yes/No)
Mr. Rajan Balkrishna Raichura	Yes
Mr. Praveen Kumar Munta	Yes

iii. Committees of the Board:

Currently the Board has three committees: Audit Committee, Nomination and Remuneration Committee
and Stakeholders’ Relationship Committee.

Audit Committee:

The Audit Committee comprises of three members out of them two are Independent Directors namely Mr.
Rajan Balkrishna Raichura (Chairman) and Mr. Praveen Kumar Munta. All the recommendations made
by the Audit Committee were accepted by the Board. During the financial year 2023-2024 the Committee
met Four times as follows, on 27.05.2023, 12.08.2023, 28.10.2023, 27.01.2024 the attendance of
members at the meetings is as under:

NameofMembers	Designation	Numberof Meetings Entitledtoattend	No. of meetings attended
Mr. Rajan Balkrishna Raichura	Chairman	4	4

Mr. Praveen Kumar Munta	Member	4	4
Mr. Rajat Ranjith Vaidyar	Member	4	4

Nomination & Remuneration Committee:

The Nomination & Remuneration Committee comprises of three members out of them two are
Independent Directors namely Mr. Rajan Balkrishna Raichura (Chairman), Mr. Praveen Kumar Munta.
During the financial year the committee met Two times on 27,05.2023 and 27.01.2024 the composition of
the committee and attendance of members at the meetings are as under

Nameof Members	Designation	Numberof Meetingsentitled to attend	No. of meetings attended
Mr. Rajan Balkrishna Raichura	Chairman	2	2
MrJPraveen Kumar Munta	Member	2	2
Mr.Rajat Ranjith Vaidyar	Member	2	2

Stakeholders⁴ Relationship Committee:

The Stakeholders’ Relationship Committee comprises of three members out of them two are Independent
Directors namely Mr. Rajan Balkrishna Raichura (Chairman), and Mr. Praveen Kumar Munta. During the
year the committee met one times as follows on 27.05.2023, the composition of the committee and
attendance of members at the meetings are as under:

Nameof Members	Designation	Numberof Meetings Entitledto attend	No. of meetings attended
Mr. Rajan Balkrishna Raichura	Chairman	1	1
Mr. Praveen Kumar Munta	Member	1	1
Mr. Rajat Ranjith Vaidyar	Member	1	1

iv. Directors’ Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of
Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, in preparation of annual
accounts for the financial year ended 31st March, 2024 and state that:

(i) to toe preparation of the Annual Accounts for the Financial Year ended 31st March, 2024, the

applicable accounting standards have been followed with proper explanation relating to
material departures.

(ii) The Directors had selected such accounting policies and applied them consistently and made

judgments and estimates that were 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 profit of the Company
for that period.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors had prepared the annual accounts for the financial year ended 31st March, 2024 on

a going concern basis.

(v) The Directors had laid down proper internal financial controls to be followed by the company and

that such internal financial controls are, adequate and are operating effectively.

(vi) That the Directors had devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

v. Independent Directors:

As per declaration received from Independent Directors they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and have complied with Rule 6 of the companies
(Appointment and Qualification of Directors) Rules, 2014, as amended as on date. As per evaluation done
by die Nomination and Remuneration Committee and by the Board of all the Independent Directors of the
Company by considering the parameters such as whether 1he Directors uphold ethical standards of
integrity and probity, the ability of the directors to exercise objective and independent judgment in the
best interest of Company, the level of confidentiality maintained, adherence to the applicable code of
conduct for Independent Directors and their role in bringing independent judgment during Board
deliberations on strategy, performance, risk management, expertise and experience etc., the Independent
Directors have maintained the integrity, expertise and have vast experience in the industry. They possess
required qualification, skills, expertise and experience to be appointed as Independent Directors of the
Company. The Independent Directors have complied with the code of conduct as prescribed in Schedule
IV to the Companies Act, 2013.

vi. Board Evaluation:

to terms of requirements of Listing Regulations and provisions of Companies Act, 2013, Nomination and
Remuneration Committee of the Board of Directors of the Company specified the manner for effective
evaluation of performance of Board, its Committees and Individual Directors. Based on the same, annual
evaluation of its own performance, performance of its Committees, Individual Directors including
Independent Directors was carried out during the reporting period. The Company had adopted the
evaluation parameters as suggested by ICSI and SEBI with suitable changes from Company’s perspective.

The Board has carried out an annual evaluation of its own performance and that of its Committees as well
as performance of the Directors individually including Independent Directors (excluding the director
being evaluated) has been made.

Board evaluation was carried out on the basis of questionnaire prepared after considering various inputs
received from the Directors, covering various aspects revealing the efficiency of the Board’s functioning
such as development of suitable strategies and business plans, size, structure and expertise of the Board
and their efforts to learn about the Company and its business, obligations and governance.

Performance evaluation of Directors was carried out by Board and Nomination and Remuneration
Committee on parameters such as appropriateness of qualification, knowledge, skills and experience, time
devoted to Board, deliberations and participation level in board functioning, extent of diversity in the
knowledge and related industry expertise, attendance and participations in the meetings and workings
thereof and Initiative to maintain high level of integrity and ethics and the same was apprised to the Board
ofDirectors.

Independent Directors had carried out performance evaluation of Non-Independent Directors in their
separate meeting, the Board as a whole and performance evaluation of Chairman/ Managing Director was
carried out, taking into account the views of Executive and Non-Executive Directors.

The performance of Committees were evaluated on parameters such as whether the Committees of the
Board are appropriately constituted, have appropriate number of meetings held each year to accomplish
all of its responsibilities, maintain the confidentiality of its discussions and decisions, conduct self-
evaluation at least annually, make periodical reporting to the Board along with its suggestions and
recommendations.

Independent Directors’ performance evaluation was carried out on parameters such as whether the
Directors uphold ethical standards of integrity and probity, the ability of the directors to exercise objective
and independent judgment in the best interest of Company, the level of confidentiality maintained,
adherence to the applicable code of conduct for Independent Directors and their role in bringing
independent judgment during Board deliberations on strategy, performance, risk management etc.

The Board/Directors expressed their satisfaction with the evaluation process.

vii. Particulars of Contracts and Arrangements with Related Parties;

All contracts / arrangements / transactions entered by the Company during the financial year with related
parties were in the ordinary course of business and on an arm’s length basis. During the year, the
Company had not entered into any contract / arrangement / transaction with related parties which could be
considered material in accordance with the policy of the Company on materiality of related party
transactions. The particulars of contracts or arrangements with related parties referred to in Section 188(1)
of the Companies Act, 2013 in the prescribed Form AOC-2 is annexed to die Board’s Report as
Annexure 1.

All Related Party Transactions entered into during the financial year were placed before the Audit
Committee and the Board ofDirectors for approval. The Company has a process in place to periodically
review and monitor Related Party Transactions. Omnibus approval was obtained on a yearly basis for
transactions which were of repetitive nature. All the related party transactions were in the ordinary course
of business and at arm’s length basis.

There were no material subsidiary companies as define in Regulation 16(c) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Related party transactions entered

during the financial year under review are disclosed in Notes to the financial statements of the Company
for the financial year ended 31st March, 2024.

The Policy on materiality of related party transactions and dealing with related party transactions as
approved by the Board may be accessed on the Company’s website at the

Iink:https://www. vaanenterprises.com/wp-content/uploads/2Q22/Q4/2-ReIated-PartvTransaction-Policv-
NA.t>df.

viii. Remuneration Policy:

The brief of the Remuneration policy has been uploaded on website of the company at

https://www.vaanenterprises.com/wp-content/uploads/2Q22/04/7-Remuneration-Policv.pdf

9. CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 15 (2) (a) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, compliance with the provisions of
Regulation 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and
E of Schedule V of Securities and Exchange Board of Mia (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations) were not applicable on the company during the
financial year 2023-24. Consequently, the Compliance Report on Corporate Governance as stipulated
under Schedule V of the Listing Regulations do not form part of this Annual Report for the Financial
Year 2023-24.

10. VIGIL MECHANISM

The Company has a Whistle Blower & Vigil Mechanism Policy and has established the necessary vigil
mechanism for grievances Redressal of the Directors and employees to report concerns about unethical
behavior. All Protected Disclosures concerning financial/accounting matters should be addressed to the
Chairman of the Audit Committee of the Company for investigation. The said policy has been uploaded
on the website of the Company and may be accessed at the link https://www.vaanenterprises.com/wp-
content/uploads/2022/04/5-Whistle-blower-policy-and-vigil-mechanism.pdf.

11. RISK MANAGEMENT

The Board has developed and implemented a Risk Management Policy which assists the Board to have a
check upon all the risk factors that the organization faces such as strategic, financial, credit, market,
liquidity, security, properly, IT, legal, regulatory, reputational and other risks and assist the Board to
overcome the Risks. Risk Management Policy has been reviewed and approved by the Board and Audit
Committee and the same is available on the website and may be accessed at the link:
https://www.yaanenterprisesxom/wp-content/upioads/2Q22/04/8-RISK-MANAGEMENT-PQLICY.pdf.

12. INTERNAL FINANCIAL CONTROL

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

preparation of reliable financial disclosures. For the assurance of best possible Internal Financial Controls
to be followed by the Company, furtherance to the current Internal Financial Controls, a Policy of Internal
Financial Control was reviewed and approved by the Board and Audit Committee and the same is
available on the website and may be accessed at the link: https://www.vaanenterprises.com/wp-
content/uploads/2022/04/4-Intemal-Fmancial-Control-Policv.pdf.

Koshal & Associates, Chartered Accountants, Mumbai (FRN No.: 121233W),the Statutory Auditor
of the Company, audited the financial statements included in this Annual Report and issued a report on
the internal controls over financial reporting (as defined in Section 143 of the Companies Act, 2013).

13.STATUTORY AUDITORS AND THEIR REPORT

The statutory auditor of Company, Koshal & Associates, Chartered Accountants Mumbai (FRN No.:
121233W) ,was appointed for a period of 5 (five) years from the conclusion of 32nd Annual General
Meeting (AGM) till the conclusion of the 37th Annual General Meeting of the Company. The report
given by the statutory auditor on the financial statements of the Company is part of the Annual Report.
There are no qualifications, observations or adverse remarks in the Auditors’ Report for the financial year
2023-24 which require any clarffication/explanation. The Notes on financial statements are self-
explanatory, and needs no further explanation. There have been no frauds reported by auditors under sub¬
section (12) of section 143 of Companies Act, 2013.

14 COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section
148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the
Company and accordingly no such accounts and records are made and maintained.

15l DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Coiporate Social Responsibility initiatives as the
said provisions are not applicable as per the provisions of Section 135 of the Companies Act, 2013.

16. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND
SECURITIES PROVIDED

The company has given inter-corporate Loans to non-related parties and the company has not made any
investment during the year under review. No Guarantee given or Securities provided by the Company
during the year under review.

17.INSIDER TRADING PREVENTION CODE

Pursuant to the SEBI Insider Trading Code, the company has formulated a comprehensive policy for
prohibition of Insider Trading in Equity Shares of Yaan Enterprises Limited to preserve the
confidentiality and to prevent misuse of unpublished price sensitive information. The Company Secretary
has been designated as the Compliance Officer. It has also been posted on the website and may be
accessed at the link: https://www.vaanenterprises.com/wp-content/uploads/2022/Q4/3-Code-of-conduct-
for-prevention-of-insider-trading.pdf

18. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION. FOREl GN EXCHANGE
EARNINGS AND OUTGO:

A. Conservation of Energy: Being a part of this Industry, Company’s operations are not such energy
intensive. However, adequate measures have been taken to conserve the consumption of energy.

(i) The steps taken or impact on conservation of energy : The Company always emphasized on the
conservation of energy, it installed energy efficient equipments and this results in less consumptions of
the energy, comparatively and also supports go green initiative.

(ii) The steps taken by the company for utilizing alternate sources of energy: installation of invertors
/generators has been done as the alternate sources of energy.

(Hi) The capital investment on energy conservation equipments: Investments in installation of
invertors/ generators.

B. Technology absorption: Operations of the company do not involve any kind of special technology
and there was no expenditure on research & development during this financial year. However, your
company continues to upgrade its technology.

(i) The efforts made towards technology absorption: The Company continues to make substantial
investments in its technology platforms and systems and spread its electronically linked branch
network. The software called “Yatra” is used for connectivity among the branches concerned to the
accounts and operational activities of the Company.

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

(iii) In case of imported technology (imported during last three years reckoned from the beginning
of the financial year: NA.

(hr) The expenditure Incurred on Research and Development : NIL

C. Foreign Exchanges Earnings & outgo (In Rs): NIL

19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND

COMPANY’S OPERATIONS IN FUTURE

There has been No significant or material order passed by regulators or courts or tribunals which would
impact the going concern status and company’s operations in future.

20. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-2, In terras of the provisions of
Section 197(12) of the companies Act, 2013 read with Rules 5(2) and 5(3) of die Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 a statement showing the names of
employees and other particulars of the top ten employees is annexed herewith Annexure-3 and further we
confirm that no employee drawing remuneration in excess of the limits as provided in the said rules,

21. DISCLOSURES REGARDING ESOPs

The Company has not provided any Stock Option Scheme to the employees.

22MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review is presented in a separate section
forming part of this Annual Report.

23. DEPOSIT

During the year under review, your Company has not accepted any deposit within the meaning of Section
73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rule, 2014.

24. SHARE CAPITAL

During the year under review, there were no change in the Capital Structure of the Company, the
authorised and paid - up share capital of the Company remain unchanged. The Company has not issued
Shares, Debentures with differential voting rights, granted stock options and sweat equity shares during
the year.

2& SECRETARIAL AUDITOR

The Board has appointed MIs B K & Associates, Company Secretaries in Whole-time Practice, (COP:
12636) to cany out Secretarial Audit of the Company for financial year 2023-24 under the provisions of
Section 204 of the Companies Act, 2013.

The Report of Secretarial Auditor is annexed with this report as Annexure-4. There are no qualifications,
observations or adverse remark or disclaimer in the said report.

26. DISCLOSURES WITH RESPECT OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED
SUSPENSE ACCOUNT

None of the shares of the company are lying in demat suspense account / unclaimed suspense account

27. COMPLIANCE OF SECRETARIAL STANDARDS

Your Directors states that they have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards and that such system is adequate and operating effectively and the
applicable Secretarial Standards have been duly complied by your Company.

28. INTERNAL AUDITOR

The Board has appointed M/s Namita & Co., Chartered Accountants to carry out internal Audit of the
Company for financial year 2023-24 under the provisions of Section 138 of the Companies Act, 2013.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAU ACT. 2013:

The Company has in place a Sexual Harassment Policy in line with the requirement of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redresses) Act, 2013. Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
All employees are covered under the policy. No complaint has been received and disposed of during the
year 2023-24,

30. GENERAL DISCLOSURES

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

i. No fraud was reported by Ihe Auditors to the Audit Committee or Board;

ii. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their status as at the end of the financial year.

31. LISTING OF SHARES

The shares of the Company are listed on BSE Limited and the listing fee for the year 2023- 2024 has been
duly paid.

32. ACKNOWLEDGEMENT

The results of an organization are great reflective of ihe efforts put in by the people who work for/ with
the company. The Directors fully recognize the contribution made by the employees of the company and
all stakeholders for successful operations of the company. The Directors also place on record their sincere
appreciation to Government Authorities, Customers, Suppliers, BSE, CDSL, NSDL, Bankers, Business
Associates, Shareholders, and Auditors, Financial Institutions and other individuals / bodies for their
continued support.

For and on behalf of the Board of Directors
YAAN ENTERPRISES LIMITED

Place: Raigarh, Navi Mumbai
Date: 29.08.2024

Ranjith Soman Veena Ranjith

DIN: 01714430 DIN: 02187295

Managing Director Director

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 26th Annual Report of Crown Tours Limited along with Audited Financial Statements for the year ended 31st March, 2015.

STANDALONE FINANCIAL PERFORMANCE

Particulars Amount (Rs.)

2014-15 2013-14

Total Revenue 57,259,317 81,082,058

Total Expenditure 53,199,701 76,551,988

Profit Before Interest, Depreciation And Tax (PBIDT) 4,059,616 4,530,069

Less: Interest 101,597 299,084

Less: Depreciation 3,092,425 4,018,797

Profit Before Tax 865,594 212,188

Exceptional Items - -

Profit from ordinary Activities before Tax - -

Prior Period Items - -

Less: Provisions for Taxation Including Deferred Tax 6,41,138 (4,22,028)

Profit After Tax (PAT) 224,456 634,216

Share in Profit of Associates - -

Less: Minority Share in Profit & Loss - -

Profit Available for Appropriation 224,456 634,216

APPROPRIATION:

Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible fixed assets 92,788 -

Interim Dividend - -

Corporate Tax on Interim Dividend - -

Transfer to Capital Reserve - 89,917

Transfer to General Reserve - -

Proposed for Dividend - -

Corporate Tax on Dividend - -

BalanceCarriedtoBalanceSheet (Reserve&Surplus) 1,31,668 544,299

Note:- No amount is proposed to be transfer to Capital Reserves as there has been no such circumstances taken place which could generate Capital Profit in financial year 2014-15. Further because of the inadequacy of the profits of the Company for the Company it is not maintainable for the Company to propose and declare any dividend to its shareholders, hence no amount has been transferred to General Reserves in the said financial year. Here it should be noted that there is no requirement for mandatorily transfer funds to the Reserves.

FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS

During the year under review, The Company has earned total revenue of Rs. 572.59 lacs against Rs. 810.82 lacs in the previous year. The Company earned net profit of Rs. 2.24 lacs as compared to Rs. 6.34 lacs in previous year. There Profit after Tax (PAT) for the financial year 2014-15 decreased by 64.6 % as compared to the previous financial year, consequently to the reduction in the operational turnover of the Company. There has been downfall in the Inbound Tourism operations ofthe Company and the Industry as well. While accepting the above facts it can be easily seen that presently the industry is struggling not only in India but almost everywhere because of decrease in Inbound Tourism, It's also a global effect which is affecting this industry in India, as the preferences are changed, people are not having surplus funds and they are saving for future stepping into habits of Indian Population. With this adverse syndrome the operational turnover of the Company dropped down to 502.1 lacs from 718.57 Lacs of last year. Inspite of all this the bottom line of company was not thrashed and the company survived with surplus again, primarily because of a well thought of Management mandate of resorting to cut corners so as to achieve significant cost reduction with sustain with the marginal profits in financial year 2014-15.

1. DIVIDEND

No Dividend was declared for the current financial year due to conservation of Profits/due to loss incurred by the Company/due to insufficient profit.

2. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

No amount is required to be transferred under the provisions of Section 125(2) ofthe Companies Act, 2013 as there was no dividend declared and paid in last years.

3. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Disputed demand for Service Tax of Rs 22.63 lacs, for the period Oct,2007 to March,2010, pending under appeal with CEC Jaipur has been decided in favour of the company vide Order dated 27.05.2015, except partial demand of Rs 0.86 lacs. Accordingly the said disputed demand stands deleted to the extent of Rs 21.77 Lacs and balance Rs 0.86 Lacs has been deposited.

4. PERFORMANCE OF SUBSIDIARIES/ASSOCIATE COMPANIES AND FIRMS There is no Subsidiary and Associate Company and Firm ofthe Company.

5. DISCLOSURES UNDER THE COMPANIES ACT 2013

i. Extract of Annual Return: The details forming part of extract of annual return is enclosed as Annexure-1

ii. Number of Board Meetings: During the year under review the Board of Directors of the company met 11 (Eleven) times and a separate meeting held of Independent Directors to review the performance of the Board and the Management of the Company. The details of the board meetings and the attendance of the directors are provided in Corporate Governance Report under heading 'Board of Director and Board Meetings". The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

iii. Committees ofthe Board:

The details of Composition and Meetings held during the year ofthe Committees ofthe Board is provided separately in Corporate Governance Report.

iv. Audit Committee:

The Company has duly constituted an Audit Committee in terms Companies Act, 2013 and

Listing Agreement with Stock Exchange, details of the same is attached with Corporate Governance Report and forms part of the Boards Report. The composition of Audit Committee is as follows:

S. No. Name of Members Status

1 Mr. G.C. Jain (Independent Director) Member

2 Mr. O.P. Agarwal (Independent Director) Chairman

3 Mr. Dinesh Kumar Golecha (Non Executive Director) Member

v. Directors' Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

b) They have selected such Accounting Policies and applied them consistently and made judgment 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 31,2015 and of the profit and loss of the company for that period;

c) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the Annual Accounts 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 are operating effectively; and

f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

vi. Appointment of Independent Directors: The Members of the Company in the A.G.M. held on 25th August, 2014 has appointed to all the existing Independent Directors viz. Mr. O P. Agarwal, Mr. G. C. Jain and Mr. Amit Jain as Independent Directors in terms of Section 149 of the Companies Act, 2013 for a period of 5 years. Further, Mr. Amit Jain, Independent Director has resigned from directorship w.e.f. 09.09.2014.

The Independent Directors have submitted the declaration of Independence, as required pursuant to section 149 (7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 ofthe Act.

vii. Board Evaluation: As per the provisions ofthe Companies Act, 2013 the Board has maintained an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committee. The Performance of the Board is evaluated by each individual Director as well as collectively by the Board on the Annual Basis towards the end of the Financial Year. The Board performance is evaluated on the basis of number of Board and Committee meetings attended by individual director, participation of director in the affairs of the company, duties performed by each director, targets achieved by company during the year. The Board further discuss the areas where the performance is not up to the desired level.

viii. Related Party Transactions: All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://crowniaipur.ora/Policv%20on%20Related%20Partv% 20Transactions.pdf. Your Directors draw attention of the members to Note 23 to the financial statement which sets out related party disclosures.

ix. Remuneration Policy: The Company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board and the same attached with this report as Annexure 2.

6. CORPORATE GOVERNANCE

The provision of clause 49 were applicable on the Company till 30th September, 2014, further as per the Circular "CIR/CFD/POLICY CELL/7/2014" dated 15 Sept, 2014 issued by SEBI Clause 49 of Listing Agreement is not applicable on the Company w.e.f 01.10.2014, However the Company has voluntarily adopted the Corporate Governance during financial year 2014-15 and accordingly for good Corporate Governance Practice a detailed Corporate Governance Report is attached and form part of annual report. Certificate of the CEO/CFO, inter alia, confirming the correctness of the Financial Statements, compliance with Company's Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms Companies Act, 2013 and Listing Agreement with Stock Exchange, is attached and forms part of Annual report.

7. VIGIL MECHANISM

The Company has formulated and adopted a Vigil Mechanism / Whistle Blower Policy, pursuant to the provisions of section 177(9) ofthe Companies Act, 2013, Mr. O. P. Agarwal, Chairman of Audit Committee is responsible to address all Protected Disclosures concerning financial/accounting matters, Vigilance Officer and employees at the levels of Administrators/Management and Mr. Abhinav Gautam, Company Secretary and Vigilance Officer is to hear the grievances of the other employees of the Company. The Vigil Mechanism / Whistle Blower Policy has also been posted on the website and may be accessed at the link: http://crowniaipur.org/whistle-blower-policy-and-viail- mechanism.pdf

8. RISK MANAGEMENT

The Board constituted a Risk Management Policy which is responsible responsibility to assist the Board on have a check upon all the risk factors that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks and assist the Board to overcome these Risks. A Risk Management Policy was reviewed and approved by the Board and Audit Committee and the same is available on the website and may be accessed at the link: http://crowniaipur.org/RISK MANAGEMENT POLICY.pdf.

9. INTERNAL FINANCIAL CONTROL

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

10. STATUTORY AUDITOR

M/s Kalani & Company, Chartered Accountants, having Firm Registration No. 000722C, the statutory auditors ofthe company who shall hold office for a period of 3 years from the conclusion of this Annual General Meeting until the conclusion ofthe 28th Annual General Meeting ofthe Company.

M/s Kalani & Company, Chartered Accountants have expressed their willingness to get re-appointed as the statutory Auditors of the company and have furnished a certificate of their eligibility and consent under Section 141 of the Companies Act, 2013, and the rules framed thereunder. In terms of the Listing Agreement, the Auditors have confirmed vide their letter dated 28.05.2014 that they hold a valid certificate issued by Peer Review Board of ICAI.

The Board, based on the recommendation of the Audit Committee, recommends the appointment of M/s Kalani & Company, as Statutory Auditors of the company.

There are no qualifications or adverse remarks in the Auditor's Report which require any clarification/explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

11. COST AUDITOR

The Company is not under requirement to appoint a Cost Auditor as per the Companies Act, 2013 and Rules made relating thereto..

12. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

13. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIES PROVIDED

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 herein below:

Nature of Date of making Name and address of the transaction loan/acquisiti person or body corporate (whether loan/ on /giving to whom it is made or guarantee/ guarantee/ given or whose securities security/acqu providing have been acquired isition) security (Listed/Unlisted entities)

(1) (2) (3)

Bank Guarantee 23.08.2014 HRHGroupofHotels,Udaipur

Purpose of loan/ % of loan/ Date of passing Board acquisition acquisition I resolution /guarantee/ exposure on security guarantee security provided to the paid up capital, free reserves and securities pre- mium account and % of free reserves and securities premium

Amount of Time period loan/security/ for which it acquisition/ is made/ guarantee given

(4) (5)

Rs. 1 Lacs One Year

Date of For loans passing special Rate of Date of resolution, interest maturity if required



(6) (7) (8) (9)

For 0.15% of 11.08.02014 N.A. providing Paid up services to Capital, free clients reserves and of Crown 0.29% of Tours Ltd. Free on Credit Reserves Basis. (No security premium account maintained by the Company)

For acquisitions

Number Nominal Costofacquisition(incase Date of and kind of value and of securities how the selling of securities paid up purchased price was investment value arrived at)



(10) (11)

N.A. N.A.

Signatures and Remarks

Selling - price(how the price was arrived at)



(12) (13) (14) (15) (16) (17)

N.A. N.A. N.A. N.A. N.A.

14. INSIDER TRADING PREVENTION CODE

Pursuant to the SEBI Insider Trading Code, the company has formulated a comprehensive policy for prohibition of Insider Trading in Equity Shares of Crown Tours Limited to preserve the confidentiality and to prevent misuse of unpublished price sensitive information. The Company Secretary has been designated as the Compliance Officer. It has also been posted on the website and may be accessed at the link: http://crowniaipur.org/CODE OF INSIDER TRADING CTL. pdf.

15. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION:

Conservation of Energy

The Company's operations are not energy-intensive and as such involve low energy consumption. However, adequate measures have been taken to conserve the consumption of energy.

Technology Absorption

Operations of the company do not involve any kind of special technology and there was no expenditure on research & development during this financial year. However, your company continues to upgrade its technology.

Foreign Exchanges Earnings & outgo

Particulars For the year ended For the year ended March 31,2015 March31,2014

Expenditure in Foreign Currency - 2,83,934

Earnings in Foreign Currency 28,24,094 46,06,235

16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

Disputed demand for Service Tax of Rs 22.63 lacs, for the period Oct,2007 to March,2010, pending under appeal with CEC Jaipur has been decided in favour of the company vide Order dated 27.05.2015, except partial demand of Rs 0.86 lacs. Accordingly the said disputed demand stands deleted to the extent of Rs 21.77 Lacs and balance Rs 0.86 Lacs has been deposited.

17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

No employee of the Company drawing remuneration in excess of the set limits in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and no commission is being drawing by the Managing Director and Whole Time Director as well as the other directors from the Company. Further, the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure 3.

18. APPOINTMENT OF DIRECTORS & KMP'S

* Mrs. Shaila Bhandari: During the year under review Mrs. Shaila Bhandari has been appointed as an Additional Director (Non-Executive woman Director) under Section 161 & 149 of the Companies Act, 2013 w.e.f. 03.09.2014.

Mrs. Bhandari is a Graduate in Commerce and having vast experience in various managerial activities.

As an additional Director, Mrs. Bhandari shall hold office up to the date of the ensuing Annual General Meeting. The company has already received a notice as per the provisions of Section 160(1) the Companies Act, 2013. The Board of Directors therefore recommends her appointment subject to the approval of shareholders at ensuing Annual General Meeting.

* Mr. Dinesh Kumar Golecha: During the year under review Mr. Dinesh Kumar Golecha has been appointed as Additional Director (Non-Executive) of the company w.e.f. 12.09.2014 pursuant to Section 161 of Companies Act 2013.

The appointment of Mr. Dinesh Kumar Golecha has been made considering the qualification and vast experience of 23 years in performing the role in various managerial.

As an additional Director, Mr. Golecha shall hold office up to the date of the ensuing Annual General Meeting. The company has already received a notice as per the provisions of Section 160(1) the Companies Act, 2013. The Board of Directors therefore recommends her appointment subject to the approval of shareholders at ensuing Annual General Meeting.

* Mr. Abhay Kumar Jain: During the year under review Mr. Abhay Kumar Jain has been appointed as Chief Financial Officer (CFO) of the company w.e.f. 05.04.2014 pursuant to Section 203 of Companies Act 2013.

Mr. Abhay Kumar Jain is associated with the Company since 1995 with present designation of Deputy General Manager (Finance & Accounts). Considering the qualification and nature of duties being carried out by Mr. Abhay Kumar Jain, the Audit Committee and Nomination & Remuneration Committee of the Board proposed the appointment of Mr. Abhay Kumar Jain as CFO of the Company which was subsequently ratified by Board of Directors in their meeting held on 05.04.2014

Further, Mr. Kamlesh Bhandari, Whole time director shall be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Cessation of Directors:

Mr. Vipul bhandari, Non-Executive Director and Mr. Amit Jain, Independent Director of the Company has resigned from Directorship on 3rd September, 2014 and 09th September, 2014 respectively.

19. DISCLOSURES REGARDING ESOPs

The Company has not provided any Stock Option Scheme to the employees.

20. LISTING OF EQUITY SHARES

The equity shares ofthe Company got listed on the Bombay Stock Exchange Ltd (BSE Ltd.) on 04.07.2014 under the Direct Listing Norms of BSE Ltd.

The Equity shares ofthe Company were previously listed on Jaipur Stock Exchange Ltd. and Delhi Stock Exchange Ltd., during the year both the stock exchanges have been derecognized by the SEBI.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of this Annual Report.

22. FIXED DEPOSIT

The Company has not accepted any deposits cover under Chapter V of the Companies Act, 2013.

23. SHARE CAPITAL

The Company has not allotted any type/class of security to public, shareholders or employees during the year under report.

24. SECRETARIAL AUDITOR

The Board has appointed M/s P Pincha & Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act 2013. The Report of Secretarial Auditor is annexed with this report as Annexure 4. The Report does not contain any qualification.

25. ACKNOWLEDGMENT

The results of an organization are great reflective of the efforts put in by the people who work for/ with the company. The Directors fully recognize the contribution made by the employees of the company and all stakeholders for successful operations ofthe company. The Directors also place on record their appreciation for the sincere cooperation and assistance of Government Authorities, Customers, Suppliers, BSE, CDSL, NSDL, Bankers, Business Associates, Shareholders, Auditors, Financial Institutions and other individuals / bodies.

For and on behalf of the Board

Sd/- Sd/- Dated: 22.07.2015 Bharat Raj Bhandari Kamelsh Bhandari Managing Director Whole Time Director DIN : 00131015 DIN : 00131113

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report together with the Audited Statement of Accounts of your company for the year ended on 31 st March 2014.

FINANCIAL HIGHLIGHTS

The performance of the Company for the financial year ended 31st March 2014 is summarized below:

(Rs. in Lacs) 2013-14 2012-13

Revenue From Operations 718.57 829.47

Total Income 810.95 874.24

Earnings Before Depreciation, Finance Cost, Tax Expenses and Prior period adjustments 45.30 50.37

Depreciation and Amortization 40.18 41.54

Finance Cost 2.99 3.79

Prior period adjustments - -

Earnings Before Tax 2.12 5.04

Tax Expenses 4.22 0.58

Profit For the Year 6.34 4.46

Equity Share Capital 310.00 310.00

Reserve & Surplus 342.98 336.65

Net Worth 652.98 646.65

FINANCIAL PERFORMANCE

During the year under review, your Company has earned total revenue of Rs.810.95 lacs against Rs. 874.24 lacs in the previous year. The Company earned net profit of Rs.6.34 lacs as compared to Rs. 4.46 lacs in previous year.

INDUSTRY STRUCTURE & DEVELOPMENTS

By its intrinsic charm tourism is the one economic sector in India that has the potential to always grow and to ensure consequential development of the infrastructure at the destinations. It has the capacity to capitalize on the country''s success in the services sector and to provide sustainable model of growth. Tourism is not only an economic growth engine but also an employment generator.

While accepting the above facts it can be easily seen that presently the industry is struggling not only in India but almost everywhere because of decrease in Inbound Tourism, It''s also a global effect which is affecting this industry in India, as the preferences are changed, people are not having surplus funds and they are saving for future stepping into habits of Indian Population. With this adverse syndrome the turnover of the Company dropped down to 718.57 lakh from 829.47 of last year. Inspite of all this the bottom line of company was not thrashed and the company survived with surplus again, primarily because of a well thought of Management mandate of resorting to cut corners so as to achieve significant cost reduction with increase in profits in comparison of previous year.

DIVIDEND

Yet waiting for the complete normalcy to be resumed, your Directors have not recommended any Dividend for the current financial year.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion & Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India is presented in a separate section forming part of the Annual report.

DIRECTORS

In accordance with the provisions Companies Act, 2013 read with Articles of the Company Mr. Kamlesh Bhandari, Director of the Company who retiring by rotation at the ensuing Annual General Meeting being eligible offers themselves for re-appointment.

As per the clause 49 of Listing Agreement and provisions of the Companies Act, 2013, Mr. O.P. Agarwal, Mr. Amit Jain and Mr. G.C Jain are being appointed Independent Directors of the Company for the tenure of 5 years as mentioned in the notice of the meeting..

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility statement, it is hereby confirmed:

1. In the preparation of the annual accounts for the financial year ended on 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review;

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

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

STATUTORY AUDITORS

The statutory Auditors of the company, M/s Kalani & Company, Chartered Accountants, as Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual general Meeting and eligible for re-appointment. Their re-appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Auditor''s observations are self explanatory read with notes on accounts and need no further explanation.

STATUTORY INFORMATION A. PARTICULARS OF EMPLOYEES

As none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed, information as per Section 217(2A) of the Companies Act.1956 read with Company (Particulars of Employees) Rules, 1975 as amended is not required to be given.

B. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as under:

1. Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company being the company in service trade.

2. Total Foreign exchange receipt out of the tickets sold and transport services to foreigners to the tune of Rs.40,81,375/- And expenses in foreign currency amounting to Rs.2,83,934/-.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report. The Directors affirm their commitment to the policies as prescribed which set out the systems, process and policies confirming to the Corporate Governance Standards.

A certificate from the Auditors of the Company M/s Kalani & Company, Chartered Accountant, confirming compliance with conditions of corporate governance as stipulated under the aforesaid Clause 49, is annexed to this report.

LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the Delhi Stock Exchange Ltd. and Jaipur Stock Exchange Ltd. and the Listing fees for the Financial Year 2014-15 has been duly paid.

Note : The Company has also filed Information Memorandum to BSE Ltd. in Jan 2014 for seeking Direct Listing Approval.

INDUSTRIAL RELATIONS

Industrial Relations are cordial. Your Directors wish to express their appreciation for the dedicated services rendered by the workmen, staff and officers of the company.

DEPOSITS

The company has not accepted any fixed deposit during the year under review.

ACKNOWLEDGEMENTS

The Board expresses and places on record its sincere gratitude for co-operation, guidance and advice received from the Andhra Bank, ICICI Bank, The Bank of Rajasthan, Central & State Tourism Departments, and Central & State Government Depts. for their valued patronage. The Directors thank the company''s valued and esteemed customers for their continued patronage. They would also like to acknowledge the continued support of the company''s shareholders in its entire endeavor. Your Directors also thank the employees of the Company at all levels for their active participation and contribution in operations of the company, who through their competence, hard work, co-operation and support, have enabled the company to confront the ongoing challenges in the tourism sector.

REGISTERED OFFICE By order of the Board Opp. Rajputana Palace Sheraton Hotel, For CROWN TOURS LIMITED Palace Road, Jaipur 302006

Sd/- Sd/- Bharat Raj Bhandari Kamlesh Bhandari Dated: 28.05.2014 Managing Director Whole Time Director

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Mar 31, 2013

THE MEMBERS

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with the Audited Statement of Accounts of your company for the year ended on 31st March 2013.

FINANCIAL HIGHLIGHTS

The performance of the Company for the financial year ended 31st March 2013 is summarized below:

(Rs. in Lacs) 2012-13 2011-12

Revenue From Operations 829.47 1027.96

Total Income 874.24 1064.03

Earnings Before Depreciation, Finance Cost, Tax Expenses and Prior period adjustments 50.37 84.46

Depreciation and Amortization 41.54 55.97

Finance Cost 3.79 2.69

Prior period adjustments - 2.65

Earnings Before Tax 5.04 23.15

Tax Expenses 0.58 5.97

Profit For the Year 4.46 17.18

Equity Share Capital 310.00 310.00

Reserve & Surplus 336.65 332.18

Net Worth 646.65 642.18



FINANCIAL PERFORMANCE

During the year under review, your Company has earned total revenue of Rs.874.24 lacs against Rs. 1064.03 lacs in the previous year. The Company earned net profit of Rs.4.46 lacs as compared to Rs. 17.18 lacs in previous year.

INDUSTRY STRUCTURE & DEVELOPMENTS

By its intrinsic charm tourism is the one economic sector in India that has the potential to always grow and to ensure consequential development of the infrastructure at the destinations. It has the capacity to capitalize on the country''s success in the services sector and to provide sustainable model of growth. Tourism is not only an economic growth engine but also an employment generator.

While accepting the above facts it can be easily seen that presently the industry is struggling not only in India but almost everywhere because of decrease in Inbound Tourism, It''s also a global effect which is affecting this industry in India, as the preferences are changed, people are not having surplus funds and they are saving for future stepping into habits of Indian Population. With this adverse syndrome the turnover of the Company dropped down to 829.47 lakh from 1027.95 of last year. Inspite of all this the bottom line of company was not thrashed and the company survived with surplus again, primarily because of a well thought of Management mandate of resorting to cut corners so as to achieve significant cost reduction.

DIVIDEND

Yet waiting for the complete normalcy to be resumed, your Directors have not recommended any Dividend for the current financial year.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion & Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India is presented in a separate section forming part of the Annual report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 read with Article 89 of the Articles of Association of the Company, Mr. Vipul Bhandari and Mr. Amit Lodha, Directors of the Company who retiring by rotation at the ensuing Annual General Meeting being eligible offers themselves for re-appointment.

A brief resume of the directors retiring by rotation at the ensuing Annual General Meeting together with the nature of their expertise in specific functional areas as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are given in the section on Corporate Governance forming part of the Annual report.

The Board of Directors recommended reappointing Shri Bharat Raj Bhandari as Managing Director of the Company for the further period of three years w.e.f. 01.04.2013 As, Mr. Bharat Raj Bhandari is the key person to the company. The re-appointment of Shri Bharat Raj Bhandari as Managing Director for further Three years will be suitable and beneficial for all round growth and development of the company.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility statement, it is hereby confirmed:

1. In the preparation of the annual accounts for the financial year ended on 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review;

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

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

AUDITORS

M/s Kalani & Company, Chartered Accountants, as Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual general Meeting and eligible for re-appointment.

The Company has received letter from M/s Kalani & Company, Chartered Accountant, to the effect that their appointment, if made would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. Members are requested to consider their re-appointment for financial year ending 31st March 2014 on remuneration to be decided by the Board of directors of your company.

Auditor''s observations are self explanatory read with notes on accounts and need no further explanation.

STATUTORY INFORMATION

A. PARTICULARS OF EMPLOYEES

As none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed, information as per Section 217(2A) of the Companies Act.1956 read with Company (Particulars of Employees) Rules, 1975 as amended is not required to be given.

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

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as under:

1. Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company being the company in service trade.

2. Total Foreign exchange receipt out of the tickets sold and transport services to foreigners to the tune of Rs.43,87,495/- And expenses in foreign currency amounting to Rs.NIL.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report. The Directors affirm their commitment to the policies as prescribed which set out the systems, process and policies confirming to the Corporate Governance Standards.

A certificate from the Auditors of the Company M/s Kalani & Company, Chartered Accountant, confirming compliance with conditions of corporate governance as stipulated under the aforesaid Clause 49, is annexed to this report.

SECRETARIAL COMPLIANCE CERTIFICATE

In accordance with the provision of section 383A of companies Act 1956 and Companies (Compliance Certificate) Rule 2001 the company has obtained a certificate from Practicing Company Secretary, certifying that the company has complied with the Provision of the Companies Act 1956 during the Financial Year under review and a copy of such certificate is annexed to the report.

INDUSTRIAL RELATIONS

Industrial Relations are cordial. Your Directors wish to express their appreciation for the dedicated services rendered by the workmen, staff and officers of the company.

DEPOSITS

The company has not accepted any fixed deposit during the year under review.

ACKNOWLEDGEMENTS

The Board expresses and places on record its sincere gratitude for co-operation, guidance and advice received from the Andhra Bank, ICICI Bank, Central & State Tourism Departments, and Central & State Government Depts. for their valued patronage. The Directors thank the company''s valued and esteemed customers for their continued patronage. They would also like to acknowledge the continued support of the company''s shareholders in its entire endeavor. Your Directors also thank the employees of the Company at all levels for their active participation and contribution in operations of the company, who through their competence, hard work, co-operation and support, have enabled the company to confront the ongoing challenges in the tourism sector.

REGISTERED OFFICE By order of the Board Opp. Hotel Rajputana Palace For CROWN TOURS LIMITED Sheraton, Palace Road Jaipur 302006

Bharat Raj Bhandari Kamlesh Bhandari Dated : 18.05.2013 Managing Director Whole Time Director

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Mar 31, 2012

THE MEMBERS

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Statement of Accounts of your company for the year ended on 31st March 2012.

FINANCIAL HIGHLIGHTS

The performance of the Company for the financial year ended 31st March 2012 is summarized below:

(Rs. in Lacs) 2011-12 2010-11

Revenue From Operations 1027.96 1104.11

Total Income 1064.03 1116.99

Earnings Before Depreciation, Finance Cost, Tax Expenses and Prior period adjustments 84.46 88.02

Depreciation and Amortization 55.97 63.75

Finance Cost 2.69 3.34

Prior period adjustments 2.65 0.76

Earnings Before Tax 23.15 20.17

Tax Expenses 5.97 3.69

Profit For the Year 17.18 16.48

Paid up Share Capital 310.00 309.90

Reserve & Surplus 332.18 315.00

Net Worth 642.18 624.90

FINANCIAL PERFORMANCE

During the year under review, your Company has earned total revenue of Rs.1064.03 lacs against Rs. 1116.99 lacs in the previous year. The Company earned net profit of Rs.17.18 lacs as compared to Rs. 16.48 lacs in previous year.

INDUSTRY STRUCTURE & DEVELOPMENTS

The inborn human instinct leading to charm of visiting significant destinations, be it for pilgrimage, historic/heritage , leisure or even adventures will perhaps never recede in the mankind. Tourism is an important industry in an Indian economy also providing employment to millions of persons. Ranked among the fastest growing sectors, it is also a leading sector for foreign exchange generation. Even when affordable funds were not at hand for the tourists because of stringent conditions, yet the first liking for parting money for Corporate & pleasure tours, still remains on high priorities, worldwide. Not as a sudden surprise, the domestic tourism has jumped ahead the international tourism in many sectors, particularly Kerla, Rajasthan & Madhya Pradesh.

The Company hence is quite hopeful to reap good quantum of fruits of this nerve of general public who have affordable surpluses for utilization for their leisure. Of course, the Company Management is well aware that such hopes would not be sole strategy to achieve desired and targeted results in Company''s health. Diversions into other segments of Tourism like catering to Meetings, Conferences and other lucrative events is perhaps the most preferred alternative. Any diversions would require certain modifications and additions in the necessary infrastructure required and also certain extra attractions for the Organizers and so also participants. The Company has to spelt out providing several VALUE ADDED offerings and expects an appreciable outcome with such plans. A big leap has already been taken by successfully arranging the Conference of all India Parliament Speakers Conference in September, 2011, which was quite viable.

DIVIDEND

Yet waiting for the complete normalcy to be resumed, your Directors have not recommended any Dividend for the current financial year.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion & Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India is presented in a separate section forming part of the Annual report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 read with Article 89 of the Articles of Association of the Company, Mr. Dinesh Golecha and Mr. O.P. Agarwal, Directors of the Company who retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

A brief resume of the directors retiring by rotation at the ensuing Annual General Meeting together with the nature of their expertise in specific functional areas as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are given in the section on Corporate Governance forming part of the Annual report.

The Board of Directors recommended reappointing Shri Kamlesh Bhandari as Whole Time Director of the Company for the further period of three years w.e.f. 01.10.2011. Mr. Kamlesh Bhandari is the key person to the company and possesses vast experience of General Management. The re- appointment of Mr. Kamlesh Bhandari as Whole Time director for further Three years will be suitable and beneficial for all round growth and development of the company.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility statement, it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended on 31st March, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures ;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review;

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

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a ''going concern'' basis.

AUDITORS

M/s Kalani & Company, Chartered Accountants, as Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual general Meeting and are eligible for re-appointment.

The Company has received letter from M/s Kalani & Company, Chartered Accountants, to the effect that their appointment, if made would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. Members are requested to consider their re-appointment for financial year ending 31st March 2013 on remuneration to be decided by the Board of directors of your company.

Auditor''s observations are self explanatory read with notes on accounts and need no further explanation.

STATUTORY INFORMATION

A. PARTICULARS OF EMPLOYEES

As none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed, information as per Section 217(2A) of the Companies Act.1956 read with Company (Particulars of Employees) Rules, 1975 as amended is not required to be given.

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

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as under:

1. Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company being the company in service trade.

2. Total Foreign exchange receipt out of the tickets sold and transport services to foreigners to the tune of Rs.31,92,852/- and expenses in foreign currency amounting to Rs.NIL.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report. The Directors affirm their commitment to the policies as prescribed which set out the systems, process and policies confirming to the Corporate Governance Standards.

A certificate from the Auditors of the Company M/s Kalani & Company, Chartered Accountant, confirming compliance with conditions of corporate governance as stipulated under the aforesaid Clause 49, is annexed to this report.

INDUSTRIAL RELATIONS

Industrial Relations are cordial. Your Directors wish to express their appreciation for the dedicated services rendered by the workmen, staff and officers of the company.

DEPOSITS

The company has not accepted any fixed deposit during the year under review.

ACKNOWLEDGEMENTS

The Board expresses and places on record its sincere gratitude for co-operation, guidance and advice received from the Andhra Bank, ICICI Bank, Central & State Tourism Departments, and Central & State Government Depts. for their valued patronage. The Directors thank the company''s valued and esteemed customers for their continued patronage. They would also like to acknowledge the continued support of the company''s shareholders in its entire endeavor. Your Directors also thank the employees of the Company at all levels for their active participation and contribution in growth of the company, who through their competence, hard work, co-operation and support, have enabled the company to achieve new heights.

REGISTERED OFFICE By order of the Board Opp. Hotel Rajputana Palace For CROWN TOURS LIMITED Sheraton Palace Road Jaipur 302006

Bharat Raj Bhandari Kamlesh Bhandari Dated: 29.05.2012 Managing Director Whole Time Director

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Mar 31, 2011

THE MEMBERS

The Directors have pleasure in presenting the Twenty Second Annual Report together with the Audited Statement of Accounts of your company for the year ended on 31st March, 2011.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2011 is summarized below : -

(Rs. in Lacs) 2010-11 2009-10

Operating Receipts 1169.99 1062.33

Profit before Depreciation & Interest 86.88 92.78

Less: Depreciation & Interest 65.96 65.70

Net profit for the year before Tax 20.93 27.08

Less: Provision for Taxation/Deferred 3.69 6.51 Tax / Fringe Benefit Tax

Net Profit after Tax 16.48 20.57

Add: Balance brought forward 295.50 274.93

Balance Carried to Balance Sheet 311.98 295.50

FINANCIAL PERFORMANCE

During the year under review, your Company has earned total revenue of Rs. 1169.99 lacs against Rs. 1062.33 lacs in the previous year. The Company earned net profit of Rs. 20.93 lacs as compared to Rs. 27.08 lacs in previous year.

INDUSTRY STRUCTURE & DVELOPMENTS

In previous year''s Directors report, the Company Management expected that the painful pangs of all round severe plunge in the world economic environment would be arrested and start stabilizing by January, 2011, Fortunately, the total industrial sector, much so the tourism sector, did have a sign of some relief in 2010-11, when the down trend onslaught in inbound tourist traffic was abated consequent to the improved world economic scenario. As a natural consequence, it was necessary for every one, to confront the ''survival of the fittest'' syndrome by attractive offers at rock bottom rates best suited to their clients and drastically reduce the expenditure outflow by cutting corners at all stages.

Your management with a critical and discreet foresight, effectively combated this requirement which not only improved the turnover quantum but also maintained Net Profit for 2010-11 at a conmfortable level.

The effective tourist inflow ill commence around mid September, 2011 and with all the untiring efforts to capture new market vistas, your Directors are quite hopeful to achieve substantial improvement both in total Sales and the bottom line figures.

DIVIDEND

Yet waiting for the complete normalcy to be resumed, Your Directors have not recommended any Dividend for the current financial year.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion & Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India is presented in a separate section forming part of the Annual report.

DIRECTORS

In terms of Article 89 of the Articles of Association of the Company, Mr. Vipul Bhandari and Mr. Amit Lodha, Directors of the company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

A brief resume of the directors retiring by rotation at the ensuing Annual General Meeting together with the nature of their expertise in specific functional areas as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are given in the section on Corporate Governance forming part of the Annual report.

DIRECTORS'' RESPONSIBILITY STATEMENT IN TERMS OF SECTION 217(2AA) OF THE COMPANIES, 1956

Your directors confirm that:

(a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed. Further, there have been no material departures.

(b) The Directors had 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 the company at the end of financial year and of the profit of the company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) The Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s Kalani & Company, Chartered Accountants, as Statutory Audditors of the Company holds office until the conclusion of the ensuing Annual general Meeting and eligible for re-appointment.

The Company has received letter from M/s Kalani & Company, Chartered Accountant, to the effect that their appointment, if made would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. Member are requested to consider their re-appointment for financial year edning 31st March 2012 on remuneration to be decided by the Board of directors of your company.

Auditor''s observations are self explanatory read with notes on accounts and need no further explanation.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report. The Directors affirm their commitment to the policies as prescribed which set out the systems, Process and policies confirming to the Corporate Governance Standards.

A certificate from the Auditors of the Company M/s Kalani & Company, Chartered Accountant, confirming complaince with conditions of corporate governance as stipulated under the aforesaid Clause 49, is annexed to this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are NIL

INDUSTRIAL RELATIONS

Industrial Relations are cordiac. Your Directors wish to express their appreciation for the dedicated services rendered by the workmen, staff and officers of the Company.

DEPOSIT

The company has not accepted any fixed deposit during the year under review.

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

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as under:

1. Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company being the company in service trade.

2. Total Foreign exchange receipt out of the tickets sold and transport services to foreigners to the tune of Rs. 29,37,554/- and expenses in foreign currency amounting to Rs. Nil.

ACKNOWLEDGEMENT

The Board expresses and places on record its sincere gratitude for co-operation, guidance and advice received from the Andhra Bank, ICICI Bank, The Bank of Rajasthan, Central & State Tourism Departments, and Central & State Government Depts. for their valued patronage. The Directors thank the company''s valued and esteemed customers for their continued patronage. They would also like to acknowledge the continued support of the company''s shareholders in its entire endeavor. Your Directors also thank the employees of the Company at all levels for their active participation and contribution in growth of the company, who through their competence, hard work, co-operation and support, have enabled the company to achieve new heights.

REGISTERED OFFICE By order of the Board Opp. Hotel Rajputana Palace FOR CROWN TOURS LIMITED Sheraton, Palace Road Jaipur – 302006

Sd/- Sd/- Bharat Raj Bhandari Kamlesh Bhandari Dated : 30-05-2011 Managing Director Director