Dear Members,

Your director's have pleasure in presenting the Director's Report and the Audited
Statement of Accounts (Standalone & Consolidated) of the Company for the Financial
Year ended 31st March 2025.


FINANCIAL SUMMARY/HIGHLIGHTS, OPERTAIONS STATE OF AFFAIRS:


The performance of the Company during the year has been as under:


(Rs. In Lakhs)



  

    
Particulars
    
Standalone
    
Consolidated
  
  

    
20232024
    
20222023
    
20232024
    
20222023
  
  

    
Total Revenue from operations
    
10.47
    
66.30
    
10.47
    
66.30
  
  

    
Other Income (Including Exceptional Items)
    
6.14
    
0.79
    
6.14
    
0.79
  
  

    
Total Expenses
    
15.57
    
57.58
    
15.59
    
57.85
  
  

    
Profit/(Loss) Before Tax
    
1.03
    
9.24
    
1.01
    
9.24
  
  

    
Less: Taxation
    

    

    

    

  
  

    
a) Current Tax
    
0.26
    
2.40
    
0.26
    
2.40
  
  

    
a. Deferred Tax
    
0.44
    

    
0.44
    

  
  

    
Profit / (Loss) After Tax
    
0.34
    
6.84
    
0.31
    
6.84
  
  

    
Other Comprehensive Income
    

    

    

    

  
  

    
Total profit/(Loss) for the period
    
0.34
    
6.84
    
0.31
    
6.84
  
  

    
Earning per Equity Share Basic & Diluted (in Rs.)
    
0.00
    
0.01
    
0.00
    
0.01
  



REVIEW OF OPERATIONS:


STANDALONE: On Standalone basis, the total revenue of the Company for the
Financial Year 202425 was Rs. 10.47 lakhs as against Rs. 66.30 Lakhs for the previous
Financial Year. The net profit for the Financial Year 202425 is Rs. 0.34 lakhs as against
the net profit of Rs. 6.84 lakhs for the previous Financial Year.


CONSOLIDATED: On Consolidated basis the total revenue of the Company for the
Financial Year under review was Rs. 10.47 lakhs for the Financial Year 202425 as against
Rs. 66.30 Lakhs for the previous Financial Year. The net profit of Rs. 0.31 Lakhs for the
Financial Year 202425 as against the net profit of Rs. 6.84 lakhs for the previous
Financial Year.

Further we wish to inform that the Company has identified 120 acres of land in Mysuru
District and is in advanced discussions to finalize the land on lease for a period of 36
years. The land is proposed to be used for setting up bioenergy business, focusing on the
production of Ethanol and allied products as part of the Company's longterm strategy to
drive growth and enhance value creation.

CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the period under review and the date of Board's Report there was no change in
the nature of Business.

RESERVES

During the year your Company has not transferred any amount to General Reserve.

The Closing balance of reserves, including retained earnings, of the Company as at
March 31st 2025 is Rs. 98.29 Lakhs.

SHARE CAPITAL

Authorized Share Capital: During the year under review, there was no change in
authorized share capital of the Company. Authorized share capital of the company as on
March 31, 2024 was Rs.7,50,00,000 comprising of 7,50,00,000 equity shares of Rs.1 each.

Paidup Share Capital: During the year under review, there was no change in paid up
share capital of the Company. Paid up share capital of the company as on March 31, 2024
was Rs. 6,85,48,000 comprising of 6,85,48,000 equity shares of Rs.1 each.

ISSUE OF SHARES

During the year under review, the Company has not issued any shares.

DIVIDEND

Considering the current financial position of your Company and future prospects, your
directors have decided not to recommend dividend for the year.

UNPAID / UNCLAIMED DIVIDEND

There is no amount of dividend lying the unpaid or unclaimed dividend account of the
Company.

SHARES TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND

No shares were transferred to the Investor Education and Protection Fund during the
year under review.

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no major material changes and commitments affecting the financial position of
the Company after the end of the financial year and up to date of this report.

BOARD MEETINGS:

The Board of Directors duly met Nine (9) times during the year under review. The dates
on which the meetings were held are 09.05.2025, 25.05.2024, 30.05.2024, 14.08.2024,
20.08.2024, 07.09.2024, 23.10.2024, 14.11.2024 and 14.02.2025.

APPOINTMENT / REAPPOINTMENT / RESIGNATION /
RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

Mr. Chitmi Srinivasa Reddy ceases to be Independent Director w.e.f. 25.05.2024 upon
completion of tenure.

Mr. Hriday Bahri has been designated from Executive to NonExecutive NonIndependent
Director of the Company w.e.f. 25.05.2024.

Mr. Hriday Bahri (DIN: 07731577) retires by rotation and being eligible offers himself
for reappointment.

Mr. Mahender Singh has resigned as Company Secretary and Compliance officer of the
Company w.e.f. 19.06.2025.

Information as required under regulation 36 (3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Regulations, 2015, brief particulars of the
Directors seeking appointment/reappointment and Director's resigning are given as under:


  

    
Name of the Director
    
Hemant Bahri
    
Sowmya Ranganath
    
Shivani Marda
  
  

    
Brief Resume and Nature of expertise in specific
    functional areas
    
Has been into real estate & hospitality industry
    since over two decades. His vision and accomplishment have been well recognized well in
    India and Internationally too. Mr. Bahri has a vision that has been applauded for himself
    getting acclaims nationally and internationally.
    
Over more than 20 Years of experience in
    Hospitality Services and has been associated with a Premier Retirement Projects as
    consultant
    
She has graduated in Commerce and is also a fellow
    member of Institute of Company Secretaries of India (ICSI). She has experience in the
    field of Corporate Accounts, conducted & handled various audit engagements, having
    hands on experience in compliance under SEBI, Stock Exchange, ROC, Direct and Indirect
    Taxes over a period of years.
  
  

    
Names of Listed entities in which the person also holds the
    Directorship and the membership of Committees of the board along with listed entities from
    which the person has resigned in the past three years.
    

    

    
1. Pekon Electronics Ltd 2. Zinema Media and Entertainment Limited 3.
    North Eastern Exporters Ltd
  
  

    
Shareholding of the Directors in the Company.
    
75,20,000
    

    

  
  

    
Inter se relationship with any Director
    
Father of Mr. Hriday Bahr
    

    

  
  

    
In case of Independent Directors, the skills and capabilities
    required for the role and the manner in which the proposed person meets such requirements
    
NA
    
The Board is of t knowledge and ex Sowmya Ranganath Marda will be of im
    value to the Compa recommends their r appointment to the M
    
he view that the perience of Ms. and Ms. Shivani mense
    benefit and ny and, therefore, eappointment and embers
  



DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:


The Company has received declarations from Independent Directors of the Company to the
effect that they are meeting the criteria of independence as provided in SubSection (6) of
Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Further, the Company has also received declarations from the Independent Directors to
the effect that they have complied with the Code of Conduct of Independent Directors as
prescribed in Schedule IV of the Companies Act, 2013.


FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:


Independent Directors are familiarized about the Company's operations and businesses.
Interaction with the Business heads and key executives of the Company is also facilitated.
Direct meetings with the Chairman are further facilitated to familiarize the incumbent
Director about the Company/its businesses and the group practices.

The details of familiarisation programme held in FY 20242025 are also disclosed on the
Company's website.


PROFICIENCY OF DIRECTORS:


The Company is making efforts in the process of registration of Independent Directors
with the Indian Institute of Corporate Affairs. All the Independent Directors shall
undertake the test as prescribed.


POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:


The assessment and appointment of Members to the Board is based on a combination of
criterion that includes ethics, personal and professional stature, domain expertise,
gender diversity and specific qualification required for the position. The potential Board
Member is also assessed on the basis of independence criteria defined in Section 149(6) of
the Companies Act, 2013.

In accordance with Section 178(3) of the Companies Act, 2013, on the recommendations of
the Nomination and Remuneration Committee, the Board adopted a remuneration policy for
Directors, Key Management Personnel (KMPs) and Senior Management.


NONEXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:


None of the Independent / NonExecutive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.


BOARD EVALUATION


The Nomination and Remuneration Committee lays down the criteria for performance
evaluation of Independent Directors, Board of Directors and Committees of the Board.

The criteria for performance evaluation is based on the parameters like attendance and
participation at the meetings of the Board and Committees thereof, contribution to
strategic decision making, review of financial statements, business performance.

The evaluation of Board of Directors is performed by the Board after seeking all the
inputs from the Directors and the Board Committees by seeking inputs from the Committee
members.

The performance evaluation of the individual directors is done by the Nomination and
Remuneration Committee.

The performance evaluation of nonindependent directors, the Board as a whole and the
Chairman is done by a separate meeting of independent directors after taking inputs from
the Executive directors.


DIRECTORS' RESPONSIBILITY STATEMENT


Pursuant to the requirement of Section 134(3)(C) and 134(5) of the Companies Act, 2013
and on the basis of explanation given by the executives of the Company and subject to
disclosures in the Annual Accounts of the Company from time to time, we state as under:

1. That in the preparation of the annual accounts, 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 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 at the end of the financial
year and of the profit or loss of the Company for that period;

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 annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and

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

ANNUAL RETURN:

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return in Form MGT7 is also
available on the Company's website.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

Subsequent to the approval of Shareholders of the Company to carry out the business of
Green Energy and BioFuels at the 01/20242025 Extra Ordinary General Meeting held on 08th
April, 2024, to carrying out said business Company has incorporated Associate Company in
the name of "Corbel Energy Private Limited". Subsequently the Company has
increased it stake to 75% and made it a Subsidiary Company w.e.f. 04.06.2025.

Further the Board of Directors have decided to Disinvestment of the Company's entire
holding in its Subsidiary Company, Delicieux Restaurants Private Limited and apply for the
closure of the Company.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE
SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

As on 31st March, 2025, the Company has one Subsidiary Company namely
Delicieux Restaurants Private Limited and one Associate Company namely Corbel Energy
Private Limited. The Financial performance of the Subsidiary Company is mentioned in FORM
AOC 1 in accordance with Section 129(3) of the Companies Act, 2013 which is annexed as
Annexure I to this Annual Report.

STATUTORY AUDITORS:

YCRJ & Associates, Chartered Accountants are being appointed as the Statutory
Auditors of the Company, to hold office from the conclusion of this 30th AGM to
held in the year 2024, until the conclusion of the 35th AGM to be held in the
year 2029. The Auditors have confirmed that they have subjected themselves to the peer
review process of Institute of Chartered Accountants of India (ICAI) and hold valid
certificate issued by the Peer Review Board of the ICAI.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the Auditors u/s 143(12).


INTERNAL AUDITORS:


Pursuant to the provisions of Section 138 of the Companies read with rules made there
under, the Board appointed M/s. Ravi & Co, Chartered Accountants as Internal Auditors
of the Company for the Financial Year 20242025.


DISCLOSURE ABOUT COST AUDIT:


In terms of the provisions of Section 148 of the Companies Act, 2013, read with Rule 3
& 4 of The Companies (Cost Record and Audit) Rules, 2014 and all other applicable
provisions of the Companies Act, 2013, the Cost Audit is not applicable to the Company.


SECRETARIAL AUDITOR:


Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies
Act, 2013, the Board has appointed M/s. P B & Associates, Practicing Company
Secretaries to undertake Secretarial Audit of the Company for Financial Year ending
31.03.2025.

The report of the Secretarial Auditor is enclosed herewith vide AnnexureII of
this Report.


QUALIFICATIONS IN AUDIT REPORTS:


Explanations or comments by the Board on every qualification, reservation or adverse
remark or disclaimer made?


(a) Statutory Auditors Report:


The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year
ended 31st March, 2025 and has noted that the same does not have any
reservation, qualification or adverse remarks. However, the Board decided to further
strengthen the existing system and procedures to meet all kinds of challenges and growth
in the market expected in the coming years.


(b) Secretarial Audit Report:


The Board has duly reviewed the Secretarial Audit Report for the year ended 31st
March, 2025 on the Compliances according to the provisions of Section 204 of the Companies
Act 2013, and the comments of Board on observations in the Secretarial Audit Report are
detailed below:


  

    
Sl. No.
    
Qualification
    
Comments
  
  

    
1.
    
Section 137(1)Company has not filed the copy of the financial statements
    along with all the documents which are required to be or attached to such financial
    statements under this Act, duly adopted at the annual general meeting of the company with
    the Registrar within thirty days of the date of annual general meeting in Form AOC4 XBRL
    for the financial year ended 31.03.2024.
    
The Management has assured that corrective action has
    been initiated to avoid such instances in future.
  
  

    
2.
    
Section 92(4)Company has not file with the Registrar a copy of the
    annual return in Form
  
  

    

    
MGT7, within sixty days from the date on which the annual
    general meeting is held.
  
  

    
3.
    
Other eforms with the MCA
  



PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:


The Company has not given loans, Guarantees or made any investments during the year
which attracts the provisions of Section 186 of the Companies Act, 2013.


RELATED PARTY TRANSACTIONS:


All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of business. There were no material
significant related party transactions made by the Company with the Promoters, Directors,
Key Managerial Personnel or the Senior Management which may have a potential conflict with
the interest of the Company at large.

All related party transactions were placed before the Audit Committee/Board for
approval. Prior approval of the Audit Committee was obtained for the transactions which
are foreseen and are in repetitive in nature.

None of the Directors have any pecuniary relationship or transactions with the Company,
except payments made to them in the form of remuneration, rent, sitting fees and interest
on unsecured loans.

The Company has not entered into any contracts/arrangements with related parties
referred to Section 188(1) of the Companies Act, 2013 including certain arm length
transaction during the year and details of the related party transactions disclosed
herewith in Form AOC2 in Annexure III.


CORPORATE SOCIAL RESPONSIBILITY


Section 135 of the Companies Act, 2013 provides the threshold limit for applicability
of the CSR to a Company i.e. (a) net worth of the Company to be Rs.500 crore or more; or
(b) turnover of the company to be Rs.1,000 crore or more; or (c) net profit of the company
to be Rs.5 crore or more. As the Company does not fall under any of the threshold limits
given above, the provisions of section 135 are not applicable to the Company.


DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:


A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken
to conserve energy wherever possible by using energy efficient computers and purchase of
energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: NIL


COMMITTEES:

(I) AUDIT COMMITTEE:

Brief Description of Terms of Reference: The terms of reference of the Audit
Committee

encompasses the requirements of Section 177 of Companies Act, 2013 and as per
Regulation

18 of SEBI (LODR) Regulations, 2015 and, interalia, includes:

Overview of the Company's financial reporting process and disclosure of its financial
information to ensure that the financial statements reflect a true and fair position and
that sufficient and credible information is disclosed.

Recommending the appointment and removal of external auditors, fixation of audit fee
and also approval for payment for any other services.

Reviewing the utilization of loans and/ or advances from/investment by the holding
company in the subsidiary exceeding Rs. 100 Crores or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments existing
as on the date of coming into force of this provision.

consider and comment on rationale, costbenefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders.

Reviewing with management the annual financial statements before submission to the
Board, focusing on:

1. Matters required to be included in the directors' responsibility statement to be
included in the board's report in terms of clause (c) of subsection (3) of Section 134 of
the Act;

2. Changes, if any, in accounting policies and practices and reasons for the same;

3. Major accounting entries involving estimates based on the exercise of judgment by
management;

4. Significant adjustments made in the financial statements arising out of audit
findings;

5. Compliance with listing and other legal requirements relating to financial
statements;

6. Disclosure of any related party transactions;

7. Modified opinion(s) in the draft audit report;

Review of the quarterly financial statements with the management before submission to
the board for approval;

Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the board
to take up steps in this matter;

Review and monitor statutory auditor's independence and performance and effectiveness
of audit process;

Approval or any subsequent modification of transactions with related parties;

Scrutiny of intercorporate loans and investments;

Review of valuation of undertakings or assets of the company wherever it is necessary;

Evaluation of internal financial controls and risk management systems;

Review with the management, statutory auditors and the internal auditors about the
nature and scope of audits and of the adequacy of internal control systems;

Reviewing the adequacy of internal audit function, if any, including the structure of
the internal audit department, staffing and seniority of the official heading the
department, reporting structure, coverage and frequency of internal audit;

discussion with internal auditors of any significant findings and follow up there on;

Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board;

discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as postaudit discussion to ascertain any area of concern;

Look into the reasons for any substantial defaults in payment to the depositors,
debentureholders, shareholders (in case of nonpayment of declared dividend) and creditors,
if any;

Review the functioning of the whistle blower mechanism;

Approval of appointment of Chief Financial Officer after assessing the qualifications,
experience and background, etc. of the candidate;

Review of the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Management letters / letters of internal control weaknesses issued by the statutory
auditors;

3. Internal audit reports relating to internal control weaknesses;

4. The appointment, removal and terms of remuneration of the Chief Internal Auditor;

5. Statement of deviations

Quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing
Regulations.

Annual statement of funds utilized for purposes other than those stated in the offer
document/ prospectus in terms of Regulation 32(7) of the Listing Regulations.

Carrying out any other function as may be referred to the Committee by the Board. xxii.
Authority to review / investigate into any matter covered by Section 177 of the Companies
Act, 2013 and matters specified in Part C of Schedule II of the Listing Regulations.

Authority to review / investigate into any matter covered by Section 177 of the
Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing
Regulations.

The composition of the Audit Committee and the attendance of each member of the Audit

Committee are given below:

During the Financial Year 202425, (6) Six meetings of the Audit Committee were held on
the

09.05.2025, 30.05.2024, 14.08.2024, 20.08.2024, 14.11.2024 and 14.02.2025.

The details of the composition of the Committee and attendance of the members at the
meetings are given below:


  

    
Name
    
Designation
    
Category
    
No. of Meetings held
    
No. of Meetings attended
  
  

    
AM. Sridhar
    
Chairman
    
NED(I)
    
6
    
6
  
  

    
Sowmya Ranganath
    
Member
    
NED(I)
    
6
    
6
  
  

    
Chitmi Srinivasa Reddy
    
Member
    
NED(I)
    
1
    
1
  
  

    
Hriday Bahri
    
Member
    
NED
    
5
    
5
  
  

    
aa Shivani Marda
    
Chairman
    
NED(I)
    

    

  


ceased w.e.f. 25.05.2024, appointed w.e.f. 25.05.2024 Aceased w.e.f.
27.08.2025 AAappointed w.e.f. 27.08.2025

NED (I): NonExecutive Independent Director

NED: NonExecutive Director

All the recommendations of the Audit Committee have been accepted by the Board of

Directors.


(II). NOMINATION AND REMUNERATION COMMITTEE:

Brief Description of Terms of Reference:

The terms of reference of the Nomination and Remuneration committee constituted in
terms

of Section 178 of Companies Act, 2013 and as per Regulation 19 of SEBI (LODR)
Regulations,

2015 are as under:

To approve the fixation/revision of remuneration of Executive Directors of the Company
and while approving:

1. To take into account the financial position of the Company, trend in the industry,
appointee's qualification, experience, past performance, past remuneration etc.

2. To bring out objectivity in determining the remuneration package while striking a
balance between the interest of the Company and the Shareholders.

To identify persons who are qualified to become Directors and who may be appointed in
senior management in accordance with the criteria laid down and to recommend to the Board
their appointment and / or removal.

To carry out evaluation of every Director's performance.

To formulate the criteria for determining qualifications, positive attributes and
independence of a director, and recommend to the Board a policy, relating to the
remuneration for the Directors, key managerial personnel and other employees.

For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description. For
the purpose of identifying suitable candidates, the Committee may:

1. use the services of an external agencies, if required;

2. consider candidates from a wide range of backgrounds, having due regard to
diversity; and

3. consider the time commitments of the candidates.

To formulate the criteria for evaluation of Independent Directors and the Board.

To recommend/review remuneration of the Managing Director and Wholetime Director(s)
based on their performance and defined assessment criteria.

devising a policy on diversity of board of directors;

appointment whether to extend or continue the term of appointment of the independent
director, on the basis of the report of performance evaluation of independent directors.

Recommend to the board, all remuneration, in whatever form, payable to senior
management.


Remuneration Policy:


The objectives of the remuneration policy are to motivate Directors to excel in their
performance, recognize their contribution and retain talent in the organization and reward
merit.

The remuneration levels are governed by industry pattern, qualifications and experience
of the Directors, responsibilities shouldered, individual performance etc.

None of the Directors is drawing any Commission, Perquisites, Retirement benefits etc.,

During the Financial Year 202425, the committee met on 07.09.2024 and 05.02.2025.

The details of composition of the Committee are given below:


  

    
Name
    
Designation
    
Category
    
No. of Meetings held
    
No. of Meetings attended
  
  

    
AM. Sridhar
    
Chairman
    
NED(I)
    
2
    
2
  
  

    
Sowmya Ranganath
    
Member
    
NED(I)
    
2
    
2
  
  

    
Chitmi Srinivasa Reddy
    
Member
    
NED(I)
    

    

  
  

    
Hriday Bahri
    
Member
    
NED
    
2
    
2
  
  

    
aa Shivani Marda
    
Chairman
    
NED(I)
    

    

  


ceased w.e.f. 25.05.2024, appointed w.e.f. 25.05.2024 Aceased w.e.f.
27.08.2025 AAappointed w.e.f. 27.08.2025

NED (I): NonExecutive Independent Director NED: NonExecutive Director


POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

1. Scope:


This policy sets out the guiding principles for the Nomination & Remuneration
Committee for identifying persons who are qualified to become Directors and to determine
the independence of Directors, in case of their appointment as independent Directors of
the Company.


2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.


2.2 "Nomination and Remuneration Committee" means the committee
constituted in accordance with the provisions of Section 178 of the Companies Act, 2013
and reg. 19 of SEBI (Listing Obligation and Disclosure Requirement), Regulations, 2015.


2.3 "Independent Director" means a director referred to in subsection (6)
of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing
obligations and Disclosure Requirements) Regulations, 2015.


3. Policy:

Qualifications and criteria


3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual
basis, appropriate skills, knowledge and experience required of the Board as a whole and
its individual members. The objective is to have a board with diverse background and
experience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may
take into account factors, such as:

> General understanding of the company's business dynamics, global business and
social perspective;

> Educational and professional background

> Standing in the profession;

> Personal and professional ethics, integrity and values;

> Willingness to devote sufficient time and energy in carrying out their duties and
responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

> shall possess a Director Identification Number;

> shall not be disqualified under the Companies Act, 2013;

> shall Endeavour to attend all Board Meeting and Wherever he is appointed as a
Committee Member, the Committee Meeting;

> shall abide by the code of Conduct established by the company for Directors and
senior Management personnel;

> shall disclose his concern or interest in any company or companies or bodies
corporate, firms, or other association of individuals including his shareholding at the
first meeting of the Board in every financial year and thereafter whenever there is a
change in the disclosures already made;

> Such other requirements as may be prescribed, from time to time, under the
Companies Act, 2013, SEBI (Listing obligations and Disclosure Requirements) Regulations,
2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with
the objective of having a group that best enables the success of the company's business.


3.2 Criteria of independence


3.2.1 The Nomination & Remuneration Committee shall assess the independence of
Directors at time of appointment/ reappointment and the Board shall assess the same
annually. The Board shall reassess determinations of independence when any new interest or
relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid down
in Companies Act, 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and Disclosure
Requirements) Regulations, 2015.

3.2.3 The Independent Director shall abide by the "Code for Independent Directors
"as specified in Schedule IV to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience
to contribute to effective Board performance Accordingly, members should voluntarily limit
their directorships in other listed public limited companies in such a way that it does
not interfere with their role as Director of the company. The NR Committee shall take into
account the nature of, and the time involved in a Director Service on other Boards, in
evaluating the suitability of the individual Director and making its recommendations to
the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not
more than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listed
companies and not more than 3 listed companies in case he is serving as a wholetime
Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman of
more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and
stakeholder's relationship committee of all public limited companies, whether listed or
not, shall be included and all other companies including private limited companies,
foreign companies and companies under section 8 of the Companies Act, 2013 shall be
excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration
committee for recommending to the Board the remuneration of the directors, key

managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a director appointed to the Board of the company.

2.2 "Key Managerial Personnel" means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The Company Secretary;

(iii) The WholeTime Director;

(iv) The Chief Finance Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 "Nomination and Remuneration Committee" means the committee constituted
by Board in accordance with the provisions of section 178 of the companies Act,2013 and
reg. 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.


3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel


3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee
shall review and approve the remuneration payable to the Executive Director of the company
within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approve
the remuneration payable to the key managerial personnel of the company.

3.1.3 The Remuneration structure to the Executive Director and key managerial personnel
shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors)

(iv) Retrial benefits

(v) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the
NR committee and Annual performance Bonus will be approved by the committee based on the
achievement against the Annual plan and Objectives.


3.2 Remuneration to Non Executive Directors


3.2.1 The Board, on the recommendation of the Nomination and Remuneration Committee,
shall review and approve the remuneration payable to the Non Executive Directors of the
Company within the overall limits approved by the shareholders as per provisions of the
companies act.

3.2.2 NonExecutive Directors shall be entitled to sitting fees attending the meetings
of the Board and the Committees thereof. The NonExecutive Directors shall also be entitled
to profit related commission in addition to the sitting fees.


3.3. Remuneration to other employees


3.3.1. Employees shall be assigned grades according to their qualifications and work
experience, competencies as well as their roles and responsibilities in the organization.
Individual remuneration shall be determined within the appropriate grade and shall be
based on various factors such as job profile skill sets, seniority, experience and
prevailing remuneration levels for equivalent jobs.


(III). STAKEHOLDERS RELATIONSHIP COMMITTEE:


Terms of reference of the committee comprise of various matters provided under
Regulation

20 of the Listing Regulations and section 178 of the Companies Act, 2013 which
interalia

include:


Brief description of terms of reference:


Resolving the grievances of the security holders of the Company including complaints
related to transfer/ transmission of shares, nonreceipt of annual report, nonreceipt of
declared dividends, issue of new/duplicate certificates, general meetings etc;

Review of measures taken for effective exercise of voting rights by shareholders;

Review of adherence to the service standards adopted by the Company in respect of
various services being rendered by the Registrar & Share Transfer Agent;

Review of the various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company;

Such other matter as may be specified by the Board from time to time.

Authority to review / investigate into any matter covered by Section 178 of the
Companies Act, 2013 and matters specified in Part D of Schedule II of the Listing
Regulations


A.) Composition:


During the financial year 202425, (1) one meeting of the Stakeholders and Relationship

Committee meeting held on the 05.02.2025.

The Details of composition of the Committee are given below:


  

    
Name
    
Designation
    
Category
    
No. of Meetings held
    
No. of Meetings attended
  
  

    
AM. Sridhar
    
Chairman
    
NED(I)
    
1
    
1
  
  

    
Sowmya Ranganath
    
Member
    
NED(I)
    
1
    
1
  
  

    
Chitmi Srinivasa Reddy
    
Member
    
NED(I)
    

    

  
  

    
Hriday Bahri
    
Member
    
NED
    
1
    
1
  
  

    
aa Shivani Marda
    
Chairman
    
NED(I)
    

    

  


ceased w.e.f. 25.05.2024, appointed w.e.f. 25.05.2024 Aceased w.e.f.
27.08.2025 AAappointed w.e.f. 27.08.2025

NED (I): NonExecutive Independent Director NED: NonExecutive Director

B) Powers:

The Committee has been delegated with the following powers:

To redress shareholder and investor complaints relating to transfer of shares,

Dematerialization of Shares, nonreceipt of Annual Reports, nonreceipt of declared

dividend and other allied complaints.

To approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)

Consolidate and subdivision of share certificates etc.

To redress, approve and dispose off any, other complaints, transactions and requests
etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares to
the Registrar and Share Transfer Agents, who process share transfers within a week of
lodgement in the case of shares held in physical form.

The Company has designated an exclusive email ID called support@croissance
group.com. for complaints/grievances


VIGIL MECHANISM/WHISTLE BLOWER POLICY:


In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013,
a vigil Mechanism for Directors and employees to report genuine concerns has been
established. It also provides for necessary safeguards for protection against
victimization for whistle blowing in good faith.

Vigil Mechanism Policy has been established by the Company for Directors and employees
to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013. The same has been placed on the website of the Company.


PUBLIC DEPOSITS:


Your Company has not accepted any deposits falling within the meaning of Sec 73, 74
& 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014,
during the financial year under review.


SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:


There are no significant and material orders passed by the regulators /courts that
would impact the going concern status of the Company and its future operations.


DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:


The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. The Company maintains appropriate system of
internal control, including monitoring procedures, to ensure that all assets are
safeguarded against loss from unauthorized use or disposition. Company policies,
guidelines and procedures provide for adequate checks and balances, and are meant to
ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been
noticed for inefficiency or inadequacy of such controls.


INSURANCE:


The properties and assets of your Company are adequately insured.


CREDIT & GUARANTEE FACILITIES:


The Company has not availed any Working Capital facilities and Term Loan from Banks
during the year under review.


STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND
THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT &
REMUNERATION) RULES, 2014:


The information required under Section 197 of the Companies Act, 2013 read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are provided in separate annexure forming part of this Report since the company is not
paying any remuneration to the Managing Directors, Whole time directors and other
independent directors during the year.

There are no employees whose particulars need to be furnished pursuant to Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

During the year NONE of the employees is drawing a remuneration of Rs.1,02,00,000/ and
above per annum or Rs.8,50,000/ and above in aggregate per month, the limits specified
under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.


CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION: 


Corporate Governance is not applicable to the company since the Paidup Equity Share
Capital and Net Worth of the Company does not exceed Rs. 10 Crores and Rs. 25 Crores
respectively.


MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT: 


The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulations,
2015 appended as Annexure IV for information of the Members.


POLICIES: 


The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated
the formulation of certain policies for all listed companies. All the policies are
available on our website. The policies are reviewed periodically by the Board and updated
based on need and new compliance requirement.


ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT: 


Your Company always believes in keeping the environment pollution free and is fully
committed to its social responsibility. The Company has been taking upmost care in
complying with all pollution control measures from time to time strictly as per the
directions of the Government.

We would like to place on record our appreciation for the efforts made by the
management and the keen interest shown by the Employees of your Company in this regard.


STATUTORY COMPLIANCE: 


The Company has complied with the required provisions relating to statutory compliance
with regard to the affairs of the Company in all respects.


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


The Company has in place an AntiSexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints
received regarding sexual harassment.

All employees are covered under this policy. During the year 20242025 under review,
there were no complaints pertaining to sexual harassment against women pending at the
beginning of the year or received during the year by the Committee.


A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO
THE MATERNITY BENEFIT ACT 1961: 


The Company affirms that it is in full compliance with the provisions of the Maternity
Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a
supportive and inclusive work environment, and ensures that all relevant policies and
practices are regularly reviewed and aligned with the applicable statutory requirements.


CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING: 


The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and Amended
Regulations 2018. The Insider Trading Policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made while dealing with shares of the
Company, as well as the consequences of violation. The policy has been formulated to
regulate, monitor and ensure reporting of deals by employees and to maintain the highest
ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for
fair disclosure of unpublished price sensitive information and code of conduct for the
prevention of insider trading, is available on our website.


SECRETARIAL STANDARDS 


The Company is in compliance with the applicable secretarial standards.


EVENT BASED DISCLOSURES 


During the year under review, the Company has not taken up any of the following
activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its
shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

8. Change in Name of the Company: NA


CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016. 


No corporate insolvency resolution processes were initiated against the Company under
the Insolvency and Bankruptcy Code, 2016, during the year under review.


FAILURE TO IMPLEMENT CORPORATE ACTIONS: 


During the year under review, no corporate actions were done by the Company. ACKNOWLEDGEMENTS:



Your directors, wish to place on record their appreciation of the contribution made by
the employees at all levels, to the continued growth and prosperity of your Company. Your
directors also wish to place on record their appreciation of business constituents, banks
and other financial institutions and shareholders of the Company for their continued
support for the growth of the Company.


Place: Bengaluru For and on behalf of the Board of 

Date: 08.09.2025 Croissance Limited

Sd/

Sd/

Amaresh Rao Gaikwad 

Sravan Prabhakar Veledandi Managing Director (DIN 02757599)

Wholetime Director & CFO (DIN 06824486)

ANNEXURE II 

FORM MR3