DIRECTORS' REPORT

It gives me great pleasure to present to you the performance of the company along with Audited Financial year ended March
31, 2026. This report covers the financial results and other developments during the financial year from April 1,2025 to March
31,2026., in compliance with the applicable provisions of the Companies Act, 2013, ("the Act”) and the Securities and Exchange
Board of india (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”).

1. Financial Highlights

The standalone and consolidated Financial Statements for the Financial Year ended March 31,2026, forming part of this
Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind
AS”) prescribed under Section 133 of the Companies Act, 2013 ("Act”) and other recognized accounting practices and
policies to the extent applicable. Necessary disclosures regarding Ind AS reporting have been made under the Notes to
Financial Statements. The Company's performance during the Financial Year under review as compared to the previous
Financial Year is summarized below.

2. State of Company Affairs
Standalone Financial Results

Your Company has a strong track record of revenue growth and profitability. During the Financial Year 2025-26, your
Company recorded a Gross Turnover of 266.58 crore representing a growth of 42.61% as compared to a Gross Turnover of
186.93 crore during the previous Financial Year 2024-25.

The Profit before Tax increased by 56.38% to Rs. 224.10 crore during Financial Year 2025-26 as compared to 143.31 crore
in the previous Financial Year 2024-25. The Profit after Tax was higher at Rs. 166.85 crore compared to Rs. 109.18 crore in
the previous Financial Year 2024-25, representing a growth of 52.82%.

Consolidated Financial Results

During Financial Year 2025-26, the Company recorded a Gross Turnover of Rs. 1,042.16 crore as against a Gross Turnover
of Rs. 849.49 crore during the previous Financial Year 2024-25, representing an increase of 22.68%.

The Profit before Tax was Rs. 287.22 crore compared to Rs. 205.19 crore in the previous Financial Year 2024-25, increased
by 39.98%. The Profit after Tax was higher at Rs. 219.18 crore compared to Rs. 154.99 crore in the previous Financial Year
2024-25, representing a growth of 41.42%.

3. Changes in the nature of Business, if any

There has been no change in the nature of business of the Company during the financial year 2025-26.

4. Transfer to reserve

The Company do not propose to transfer any amount to the general reserve for the year under review.

5. Material changes and commitments

There have been no material changes and commitments affecting the financial position of the Company, which have
occurred between the end of the financial year March 31, 2026 and the date of this report. The material events that
occurred during the financial year under review are set out below:

A. Initial Public Offering & Listing of Equity Shares of the Company

i. During the year under review, your Company undertook an Initial Public Offering ("IPO”) comprising an offer
for sale of up to INR 860.00 Crore by certain existing shareholders (collectively referred to as the "Offer”). The
issue opened on July 2, 2025 and closed on July 4, 2025.

ii. The Offer was led by Book Running Lead Managers, viz., Equirus Capital Private Limited and Anand Rathi
Advisors Limited. Pursuant to the IPO, the equity shares of the Company are listed on the National Stock
Exchange of India Limited and Bombay Stock Exchange effective July 9, 2025.

iii. The Directors place on record their appreciation for the support received from the merchant bankers, legal
counsels, regulators including Securities and Exchange Board of India, Stock Exchanges and Registrar of
Companies and other stakeholders in successfully completing the IPO and listing. The Directors also express
their gratitude to the shareholders for their trust and confidence in the Company.

6. Share Capital

As on 31^st March, 2026, the Authorised share capital of the company is Rs. 40,00,00,000 divided into 20,00,00,000 Equity
Shares of Rs.2/- each and the issued, subscribed and fully paid-up share capital of the company is Rs. 34,99,65,000/-
divided into 17,49,82,500 Equity Shares of Rs.2/-each.

7. Public Deposits

During the Financial Year under review, your Company has not accepted any deposits within the meaning of Sections
73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31,2026, there were no
deposits lying unpaid or unclaimed. As the Company has not accepted any deposit during the Financial Year under
review, there is no non- compliance with the requirements of Chapter V of the Act.

8. Dividend

During the year under review, your Directors at their meeting held on January 28, 2026 had declared and paidan interim
dividend of Rs. 8/- (Rupees Eight only) per equity share of face value Rs. 2/- (Rupee Two only) each, aggregating to
Rs.1,39,98,60,000 (Rupee One Hundred Thirty-Nine Crore Ninety -Eight Lakh Sixty Thousand Only). The interim dividend
was paid on February 13, 2026 to those shareholders who held shares as on February 04, 2026, being the record date.

Your Company has a dividend distribution policy in place in pursuance of the requirements of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR").
Dividend distribution policy is available on the Company's website athttps://www.crizac.com/investors file/
corporate-governance/Dividend-Distribution-Policy.html

9. Internal control systems and their adequacy

Your Company has in place an adequate system of internal controls commensurate with its size, requirements and the
nature of operations. These systems are designed keeping in view the nature of activities carried out at each location and
various business operations.

Your Board periodically reviews the internal policies and processes including internal financial control systems and
accordingly, the Directors' Responsibility Statement contains a confirmation as regards adequacy of the internal financial
controls. Effectiveness of the internal financial controls is also assessed through management reviews, self-assessment,
continuous monitoring by functional heads as well as testing of the internal financial control systems during the course
of internal and statutory audits.

A summary of all significant findings by the audit department along with the follow-up actions undertaken thereafter is
placed before the Audit Committee for review. The Audit Committee reviews the comprehensiveness and effectiveness
of the report and provides valuable suggestions and keeps the Board of Directors informed about its major observations,
from time to time.

10. Internal financial controls

The Company has in place adequate financial controls commensurate with its size, scale and complexity of its operations.
The Company has in place policies and procedures required to properly and efficiently conduct its business, safeguard its
assets, detect frauds and errors, maintain accuracy and completeness of accounting records and prepare financial records
in a timely and reliable manner.

11. Details of Subsidiary, Joint venture or Associate Companies
Subsidiary Companies

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the report on
performance and financial position of subsidiaries is included in the Consolidated Financial Statements of the Company.
The Company has a policy for determining the materiality of a subsidiary,https://www.crizac.com/investors file/
corporate-governance/Dividend-Distribution-Policy.html

i) Crizac Ltd (UK)

ii) Ucol Fze

iii) Global Tree Careers Private Limited
Step Down Subsidiary Companies

iv) Studies Planets.Com Limited

In compliance with IND-AS-110, your Company has prepared its consolidated financial statements, which forms
part of this Annual Report. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a separate
statement containing the salient features of the subsidiary companies in the prescribed form (AOC-1) is appended
as "Annexure-I" to this Report.The accounts of the subsidiary companies will be available to any member seeking
such information at any point of time. The financial statements of the Company along with the accounts of the
subsidiaries will be available at the website of the Company,https://www.crizac.com/financial-results , and kept
open for inspection at the registered office of the Company.

Brief financial and operational details of the subsidiary companies and Step Down Subsidiary are provided hereunder:

i. Crizac Ltd (UK):

Crizac Ltd was incorporated on 7 April 2017 under the provisions of the Companies Act, 2006 with the Registrar of
Companies for England and Wales. The registered office of the company is situated at 24 Great Chapel Street, Soho,
London, England, W1F 8FS. Crizac Ltd became a wholly owned subsidiary of Crizac Limited on 20 November 2023
pursuant to a Share Purchase Agreement entered into between Dr. Vikash Agarwal and Crizac Limited. The company
is engaged, inter alia, in the business of educational consultancy. The authorised share capital of Crizac Ltd is GBP
100, divided into 100 equity shares of GBP 1 each. As on date, Crizac Limited holds 100 equity shares, constituting
100% of the share capital of Crizac Ltd, thereby evidencing the Company's complete ownership and control over
the subsidiary. During the financial year 2025, Crizac Ltd acquired a 51% equity stake in Studies Planet.Com Limited,
which has consequently become a step-down subsidiary of the Company. This acquisition marks a key strategic
milestone in Crizac UK's global expansion and service diversification initiatives.

ii. Ucol Fze:

Ucol Fze was incorporated on 18 March 2025 under the laws, regulations, rules and policies of the Sharjah Publishing
City - Free Zone Authority in accordance with the Companies Act, 2015. The registered office of the company is
situated at Business Centre, Sharjah Publishing City Free Zone, Sharjah, United Arab Emirates. Ucol Fze is engaged,
inter alia, in the business of educational consultancy. The authorised share capital of the company is AED 50,000,
divided into 50 equity shares of AED 1,000 each. Crizac Limited holds all 50 equity shares of Ucol Fze, representing
100% of its share capital, thereby making it a wholly owned subsidiary of the Company.

iii. Global Tree Careers Private Limited:

Global Tree Careers Private Limited incorporated on 10th June 2015. It is B2C focused player providing consultancy
services related to overseas education, immigration consultancy, and training solutions. GTCPL offers advisory
and facilitation services to individuals seeking international opportunities for higher education, employment, and
permanent residency. GTCPL has a strong brand presence in Telangana and Andhra Pradesh.

During the financial year under review, the Company acquired 51.04% of the equity share capital of Global Tree
Careers Private Limited ("GTCPL”), pursuant to which GTCPL became a subsidiary of the Company. The acquisition
was undertaken as part of the Company's strategic growth initiatives aimed at strengthening its presence across the
international education ecosystem. GTCPL is a well-established player in the overseas education and immigration
advisory sector, with a strong brand presence in Telangana and Andhra Pradesh. The acquisition is expected to
complement the Company's existing business operations, broaden its market reach, diversify its service offerings, and
contribute to the creation of sustainable long-term value for the Company's shareholders and other stakeholders.

iv. Studies Planet.Com Limited:

Studies Planet.Com Limited, a private company incorporated on 4th September, 2007 under the Companies Act
1985 having its registered office at 73 Cathles Road, London, England, SW12 9LF.

During the financial year under review, Crizac Ltd, the wholly owned subsidiary of the Company in the United
Kingdom, acquired a 51% equity stake in Studies Planet.Com Limited, England. The acquisition was undertaken in
furtherance of the Group's strategic objective of strengthening its international footprint and expanding its presence
in key overseas markets. Studies Planet.Com Limited is engaged in international student recruitment activities, and
the acquisition is expected to enhance the Group's access to new geographies, broaden its service capabilities, and
support sustainable long-term growth and value creation for stakeholders.

12. Utilization Proceeds of Initial Public Offerings ("IPO")

The Company had undertaken an Initial Public Offering (IPO) during the year under review, which comprised solely an
Offer for Sale by the existing shareholder of Crizac Limited. As there was no fresh issue of shares by the Company, it did
not receive any proceeds from the IPO. Accordingly, the disclosure requirements pertaining to the utilization or variation/
deviation in the utilization of IPO proceeds are not applicable to the Company.

13. Employees Stock Option Schemes

At the start of Financial Year26, the Company had implemented one employee stock option schemes through the direct
route, namely the CRIZAC Employee Stock Option Plan 2024 ("ESOP 2024”/”Plan”) with a pool of 52,49,475 stock options,
designed to cover eligible employees of the Company or of its subsidiaries, in India and overseas.

The ESOP Scheme 2024 was approved by the Board of Directors on March 21,2024 and subsequently by the shareholders
on March 21, 2024. Post IPO, the Members of the Company, through postal ballot on March 22, 2026, approved and
ratified the Amended and Restated Crizac Employee Stock Option Plan 2026 in accordance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations”). As part of the aforesaid amendment, the
option pool under the Scheme was increased from 52,49,475 stock options to 1,22,48,775 stock options. The Company
has also obtained in-principle approvals from the stock exchanges for the allotment of equity shares arising out of the
exercise of vested stock options under the Scheme.

Further, pursuant to members' approval through postal ballot on March 22, 2026, the following changes were implemented:

1. Approval and Ratification of 'Amended and Restated Crizac Employee Stock Option Plan 2026' ("CRIZAC-ESOP 2026”,
"SCHEME” OR "PLAN”)

2. Approval And grant of options to Employees of Subsidiary as per Companies Act, 2013 or Its Associate Company
(Present and Future, If any), Incorporated in India or Outside India under CRIZAC-ESOP 2026.

The Company has obtained a certificate from M/s. Riteek Baheti and Associates, Company Secretary in Practice (Peer
Review No. 2677/2022) confirming that ESOP Scheme 2026 has been implemented in accordance with the ("SEBI SBEB
Regulations”) and resolution(s) passed by the Members of the Company. The said certificate will be made available for
inspection by the members electronically during business hours.

14. Non- Convertible Debentures

The Company did not issue any non- convertible debentures during the financial year 2025-26.

15. Compliance with Secretarial Standards of ICSI

During the year under review, the Company has complied with Secretarial Standards on Meetings of the Board of Directors
("SS-1") and on General Meetings ("SS-2") as amended and issued from time to time by the Institute o Company Secretaries
of India in terms of Section 118(10) of the Companies Act, 2013.

16. Transfer of Unclaimed Dividend and Unclaimed shares to Investor Education and Protection Fund

The Company does not have any unclaimed dividend liable to be transferred to the Investor Education and Protection
Fund.

17. Key Managerial Personnels ('KMPs")

Pursuant to the provisions of section 203 of the Act, the KMPs of the Company as on March 31,2026, were:

1. Dr. Vikash Agarwal, Chairman & Managing Director

2. Mr. Manish Agarwal, CFO & Whole Time Director

3. Ms. Kashish Arora, Company Secretary & Compliance Officer

18. Senior Management Personnel ("SMP")

Pursuant to the provisions of Regulation 34, read with schedule V of the Listing Regulations, as amended, the list of the
SMP of the Company as on March 31,2026, along with the changes therein since the end of the previous Financial Year
is provided in the Corporate Governance Report, which forms part of the Annual Report.

19. Auditors and Auditor's Reports
Statutory Auditor

M/s Singhi and Co., Chartered Accountants, Statutory Auditors of the Company, (Firm Registration No. 302049E ) were
appointed as Statutory Auditors of the Company at the 12th AGM of the Company held on September 30, 2023 to hold
such office for a period of five years till the conclusion of the 17th AGM.

The Notes on the Financial Statement referred to in the Auditors' Report are self-explanatory and do not call for any further
comments. The Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor

The Board had appointed Riteek Baheti & Associates, Practicing Company Secretary, as the Secretarial Auditor to conduct
the Secretarial Audit for the financial year ended March 31,2026. The Secretarial Audit Report for the said year is annexed
herewith and marked as "Annexure III" to this Report. The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark, or disclaimer.

Further, the shareholders of the Company, at the Annual General Meeting held on June 13, 2025, appointed Riteek Baheti
& Associates, Practicing Company Secretary, as the Secretarial Auditor of the Company for a period of five consecutive
financial years, commencing from Financial Year 2025-26 to Financial Year 2029-30.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act, the Board, at its meeting held on May 25, 2026 based on the
recommendation of the Audit Committee, had approved the appointment of M/s. Grant Thornton Bharat LLP (Identity
number AAA-7677) to conduct the internal audit of your Company for the Financial Year 2026-27. They have confirmed
their eligibility and qualifications required under the Act for holding the office as Internal Auditors of the Company.

Ghoshal & Co, Chartered Accountants, shall ceased to act as an Internal Auditors of the company with effect from May 21,
2026.

Cost Auditors

The provisions of maintenance of cost audit records and audit thereof are not applicable to the Company.

20. Energy Conservation, Technology Absorption, and Foreign Exchange Earnings and Outgo
A. Conservation of Energy

i. Steps taken for conservation of energy:

During the year under review, the Company was not engaged in any manufacturing or processing activity.
Considering the nature of the Company's business, there is no reporting to be made on conservation of energy
in its operations.

Notwithstanding this, the Company recognizes the importance of energy conservation in decreasing
the adverse effects of global warming and climate change. The Company carries on its activities in an
environmentally friendly and energy efficient manner.

ii. Steps taken by the Company for utilizing alternate sources of energy:

Nil

iii. The capital investment on energy conservation equipment:

Nil

B. Technology Absorption:

i. Major efforts made towards technology absorption:

The Company has not entered into any technology agreement or collaborations.

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

None

iii. Information regarding imported technology (imported during last three years):

None

iv. Expenditure incurred on research and developments:

None

C. Foreign Exchange Earnings and Outgo:

(Rs. In Lakhs)

21. Annual Return

As required under the Section 134 of the Companies Act, 2013, a copy of Annual Return (referred to in Section 92(3) of the
Act) for the Financial Year 2025-26 has been placed at the Company's website in the following URLhttps://www.crizac.
com/financial-results

22. Corporate Social Responsibility

The Corporate Social Responsibility ("CSR”) Committee's prime responsibility is to assist the Board in discharging its social
responsibilities by way of formulating and monitoring implementation of the objectives set out in the 'Corporate Social
Responsibility Policy' ("CSR Policy”). The CSR Policy of the Company, inter alia, covers CSR vision and objective and also
provides for governance, implementation, monitoring and reporting framework.

The Company has CSR policy and the same can be accessed on the Company's website at https://www.crizac.com/
investors file/corporate-governance/Corporate-Social-Responsiblity-Policy.html

In terms of the CSR Policy, the focus areas of engagement shall be eradicating hunger, poverty, preventive health care,
education, rural areas development, gender equality, empowerment of women, environmental sustainability and
protection of national heritage, art and culture and other need-based initiatives.

During the year under review, the Company has spent Rs. 2,59,82,467/- on CSR activities.

The Annual Report on the Corporate Social Responsibility activities of the Company pursuant to Section 135 of the Act read
with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as "Annexure-
II” to this Report.

23. Credit Rating

This section is not applicable to the Company as it has not obtained any credit rating during the year.

24. Directors and Key Managerial Personnel
Directors retire by rotation

In accordance with the Articles of Association of the Company and provisions of Section 152 of the Companies Act
2013 read with Rules made thereunder, Mr. Manish Agarwal (DIN: 03043680) will retire by rotation at the ensuing Annual
General Meeting and being eligible, has offer themselves for re-appointment. The Board of Directors of your Company has
recommended his re-appointment at the ensuing AGM. The resolution seeking Member's approval for her re-appointment
forms part of the AGM Notice.

Re-appointment / Appointment of Directors at the Annual General Meeting

During the year under review, the Board of Directors of the Company, based on the recommendation of the Nomination
and Remuneration Committee, approved the following appointment/re-appointments of Directors:

1. Re-appointment of Mr. Anuj Saraswat (DIN: 08697386) as an Independent Director of the Company for a second term
of three (3) consecutive years commencing from 14th February 2027 to 13th February 2030 (both days inclusive).

2. Re-appointment of Ms. Payal Bafna (DIN: 09075302) as an Independent Director of the Company for a second term
of three (3) consecutive years commencing from 21st March 2027 to 20th March 2030 (both days inclusive).

3. Appointment of Mr. Rakesh Kumar Agrawal (DIN: 02312091) as an Independent Director of the Company for a
tenure of five (5) years.

4. Appointment of Mr. Christopher Flood Nagle (DIN: 11838159) as an Additional Director of the Company under the
category of Non-Executive Non-Independent Director, with effect from 3rd August 2026.

Mr. Anuj Saraswat and Ms. Payal Bafna were initially appointed as Independent Directors of the Company for a tenure of
three (3) years.

None of the Directors of the Company is disqualified from being appointed/re-appointed as Directors, as specified under
Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors)
Rules, 2014.

Declaration By Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they
meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing
Regulations, as amended. In the opinion of the Board, the Independent Directors fulfill the conditions specified in these
regulations and are independent of the management. There has been no change in the circumstances affecting their
status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience
and expertise in relevant fields and they hold the highest standards of integrity.

In compliance with rule 6(1) of the Companies (Appointment and Qualification ofDirectors) Rules, 2014, all the Independent
Directors have registered themselves with the Indian Institute of Corporate Affairs (IICA).

Certification from Company Secretary in Practice

A certificate has been received from M/s Riteek Baheti & Associates, Company Secretary in practice, pursuant to Regulation
34(3) and Clause 10(i) of Para C of Schedule V of the SEBI Listing Regulations, certifying that none of the Directors on the
Board of the Company had been debarred or disqualified from being appointed or continuing as Directors of companies
by SEBI, Ministry of Corporate Affairs or any such Statutory Authority and forms part of the Corporate Governance Report.

25. Nomination And Remuneration Policy

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the Listing Regulations, the Board of Directors
of the Company, based on the recommendation of the Nomination and Remuneration Committee, has formulated a
Nomination and Remuneration Policy for Board of Directors, Key Managerial Personnel and Senior Management Personnel,
the Policy as approved by the Board is uploaded on the Company's website and may be accessed at the linkhttps://
www.crizac.com/investors file/corporate-governance/Policy-on-Remuneration-and-Evaluation-of-Directors-
KMP-SMP.html

26. Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report for the Financial Year under review, as stipulated under Regulation
34(2) of the Listing Regulations, describing the initiatives taken by your Company from Environmental, Social and
Governance perspective, forms an integral part of this Annual Report as "Annexure - V".

27. Corporate Governance Report

Corporate governance is aimed at maximising shareholder value in a legal, ethical and sustainable manner. The Company's
governance practices reflect its value system, culture, policies and stakeholder relationships.

In compliance with Regulation 34 read with Schedule V of the SEBI Listing Regulations, the Report on Corporate
Governance, inter alia, covering the composition and meetings of the Board and its Committees, along with a certificate
from M/s Riteek Baheti & Associates (Certificate of Practice No. 17766, Membership No. A48468) from Company Secretary
in Practice confirming compliance with the conditions of corporate governance, forms part of this Annual Report.

28. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy, which has been displayed on the website of the Company,
https://www.crizac.com/investors file/corporate-governance/Dividend-Distribution-Policy.html

29. CEO & CFO Certification

As required by Regulation 17(8) of the SEBI Listing Regulations, the CEO & CFO certification has been submitted to the
Board and a copy thereof is contained elsewhere in this Annual Report and is annexed hereto as "Annexure C”.

30. Board induction, training and familiarization programme for Independent Directors

Prior to the appointment of an Independent Director, the Company sends a formal invitation along with a comprehensive
note on the Company's profile, the Board structure and other pertinent details to the prospective Independent Director.
At the time of appointment of the Director, a formal letter of appointment outlining the duties, responsibilities and role
anticipated of the newly appointed Director of the Company is provided. Along with being fully informed about the
various compliances required from him/her as a Director under the various provisions of the Companies Act 2013, SEBI
Listing Regulations, 2015, SEBI (Prohibition of Insider Trading) Regulations, 2015, the Code of Conduct of the Company
and other pertinent regulations, the Director's role, functions and responsibilities are also explained to them in detail.

A Director, upon appointment, is formally inducted to the Board. In order to familiarize the Independent Directors about
the various business drivers, they are updated through presentations at Board Meetings about the performance and
financials of the Company. They are also provided presentations about the business and operations of the Company from
time to time.

31. Performance evaluation

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with rules made thereunder, Regulation 17(10)
of the SEBI Listing Regulations and the Guidance note on Board evaluation issued by SEBI vide its circular dated January 5,
2017, the Company has framed a policy for evaluating the annual performance of its Directors, Chairman, the Board as a
whole, and the various Board Committees. The Nomination and Remuneration Committee of the Company has laid down
parameters for performance evaluation in the policy.

The Board also evaluated the performance of each of the Directors, the Chairman, the Board as a whole and all committees
of the Board. The process of evaluation is carried out in accordance with the Board Evaluation Policy of the Company and
as per the criteria laid down by the Nomination & Remuneration Committee.

32. Number of meeting of the Board

10 (Ten) meetings of the Board of Directors were held during Financial Year 2025-26:

on April 28, 2025, June 03, 2025, June 13, 2025, June 25, 2025, July 04, 2025, July 07, 2025, August 04, 2025, October 16,
2025, January 07, 2026, January 28, 2026. The maximum time gap between any two meetings was not more than 120 days.

(a) Environmental, Social and Governance & Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises of Dr. Vikash Agarwal (Chairman), Mr. Manish Agarwal
(Member), Ms. Payal Bafna (Member). During the year, the Committee has met on June 13, 2025.

Further, the Board of Directors, at its meeting held on January 07, 2026, approved the change in nomenclature of
the "Corporate Social Responsibility Committee” to the "Environmental, Social and Governance & Corporate Social
Responsibility Committee (ESG & CSR Committee)” and also approved the consequential amendments in the Terms
of Reference of the said Committee.

(b) Audit Committee

The Audit Committee comprises of Mr. Rakesh Kumar Agrawal (Chairman), Mr. Anuj Saraswat (Member), Mr. Manish
Agarwal (Member). During the year, the Committee has met on June 03, 2025, June 13, 2025, June 25, 2025, and
August 04, 2025, October 16, 2025, January 28, 2026.

(c) Nomination & Remuneration Committee

The Nomination & Remuneration Committee comprises of Mr. Rakesh Kumar Agrawal (Chairman), Ms. Pinky Agarwal
(Member), Mr. Anuj Saraswat (Member). During the year, the Committee has met on June 13, 2025, January 28, 2026.

(d) IPO Committee

The IPO Committee comprises of Dr. Vikash Agarwal (Chairman), Mr. Rakesh Kumar Agrawal (Member), Ms. Priya
Fulfagar (Member). During the year, the Committee has met on July 01, 2025. Subsequent upon successful
completion of IPO and the listing of the Company's shares on the BSE Limited and National Stock Exchange of India
Limited, the IPO Committee had been dissolved with effect from August 4, 2025.

(e) Risk Management Committee

The Risk Management Committee comprises of Ms. Pinky Agarwal (Chairman), Dr. Vikash Agarwal (Member), Mr.
Anuj Saraswat (Member). During the year, the Committee has met on October 16, 2025, January 07, 2026.

(f) Stakeholder Relationship Committee

The Stakeholder Relationship Committee comprises of Mr. Rakesh Kumar Agrawal (Chairman), Dr. Vikash Agarwal
(Member), Mr. Manish Agarwal (Member). During the year, the Committee has met on January 05, 2026.

(g) Meeting of Independent Directors

During the year under review, a meeting of Independent Directors was held on January 22, 2026 wherein the
performance of the non-independent directors and the Board as a whole was reviewed. The Independent Directors
at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company
management and the Board of Directors of the Company.

33. Whistle-blower policy

The Company has established an effective Whistle-blower policy (Vigil mechanism) and procedures for its Directors and
employees. The details of the same are provided in the Corporate Governance Report, which forms part of the Integrated
Annual Report. The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors,
employees and third parties who avail of the mechanism and also provides for direct access to the Chairman of the Audit
Committee in exceptional cases.

The policy on vigil mechanism may be accessed on the Company's website at:https://www.crizac.com/investors file/
corporate-governance/Whistleblower-Policy.html

34. Fraud

No fraud has been reported to the management of the Company. Further, none of the Auditors of the Company has
reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

35. Compliance with the Maternity Benefit Act, 1961

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, including the amendments made
thereto. Necessary facilities and benefits, as mandated under the Act, have been provided to eligible women employees.

36. Related party transactions

All the related party transactions entered by the company were conducted in the normal course of business on an arm's
length basis. There were no significant agreements or material contracts or arrangements with related parties during the
year under consideration. Accordingly, disclosure of Related Party Transaction as required under Section 134(3)(h) of the
Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in form AOC-2 is not applicable.

During the year, the Audit Committee had granted an omnibus approval for transactions, which were repetitive in nature
for one financial year. All such omnibus approvals were reviewed by the Audit Committee on a quarterly basis. All related
party transactions were placed in the meetings of Audit Committee and the Board of Directors for the necessary review
and approval. The Company has developed and adopted relevant SOPs for the purpose of monitoring and controlling
such transactions.

Your Company's policy for transactions with the related party which was reviewed by the Audit Committee and approved
by the Board, can be accessed at:https://www.crizac.com/investors file/corporate-governance/Policy-on-
Releated-Party-Transaction.html

37. Particulars of Employees and managerial Remuneration

The information of employees and managerial remuneration, as required under Section 197(2) of the Act, read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, and other details are
annexed as "Annexure IV" and forms part of this Report.

The statement containing names of top Ten employees in terms ofremuneration drawn and the particulars of employees as
required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, has been provided in a separate Annexure forming part of this report.

Further, the report and the accounts are being sent to the Members excluding the aforesaid Annexure. In terms of Section
136 of the Act, the said Annexure is open for inspection and any member interested in obtaining a copy of the same may
write to the Company Secretary at the Registered Office of the Company.

38. Particulars of loans, guarantees and investments

The Company has not granted any loans, provided any guarantees, nor made any investments pursuant to Section 186 of
the Companies Act, 2013 during the year under review. Accordingly, the details required to be disclosed under the said
section are not applicable and hence not provided.

39. Management Discussion and Analysis

The Management Discussion and Analysis Report for the Financial Year under review, as stipulated under Regulation 34(2)
(e) of the Listing Regulations, forms a part of the Annual Report.

40. Risk management system

The Company has developed and implemented a risk management policy which is periodically reviewed by the
management.

In accordance with Regulation 21 of SEBI Listing Regulations, 2015, the enterprise risk management policy of the Company,
which has been duly approved by the Board, is reviewed by the Risk Management Committee, Audit Committee and
the Board on a regular interval basis. The risk management process encompasses practices relating to identification,
assessment, monitoring and mitigation of various risks to key business objectives. Besides exploiting the business
opportunities, the risk management process seeks to minimize adverse impacts of risk to key business objectives.

41. Prevention of sexual harassment at workplace

Your Company is dedicated to providing a work environment that guarantees every female employee is treated with
dignity, respect and equality. Crizac maintains a zero-tolerance policy towards sexual harassment and any such behavior
invites serious disciplinary action.

In accordance with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
(POSH), your Company has implemented a policy to prevent sexual harassment of its women employees. This policy
enables every employee to freely report any incidents with the assurance that prompt action will be taken. The policy
lays down severe punishment for any violations of the same. The Company has also adhered to the requirements of
constituting an internal complaints committee under POSH. During the year under review, the company received no
complaints regarding this.

Several initiatives were undertaken during the year to demonstrate the Company's zero tolerance philosophy against
discrimination and sexual harassment including awareness program, which included creation and dissemination of
comprehensive and easy- to-understand training and communication material.

42. Details of significant and material orders passed by regulators/courts/ tribunals

There was no instance of any material order passed by any regulators/courts/tribunals impacting the going concern
status of the Company.

43. Directors' Responsibility Statement

Pursuant to the requirements laid down under Section 134(5) of the Companies Act, 2013, with respect to the Directors'
Responsibility Statement, the Directors confirm that:

I. In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting
standards have been followed and no material departures have been made;

II. The Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as on March 31,2026, and of the profit of the Company for the year ended on that date;

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

IV. The annual accounts were prepared on a going concern basis;

V. The Directors have laid down effective internal financial controls to consistently monitor the affairs of the
Company and ensured that such internal financial controls were adequate and operating effectively;

VI. The Directors have devised a proper system to ensure compliance with the provisions of all applicable laws
and that the same are adequate and operating effectively.

44. Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the financial year.

45. Details of difference between amount of the valuation done at the time of one time settlement and the valuation
done while taking loan from the banks or financial institutions along with the reasons thereof

There are no instances of one-time settlement during the financial year.

46. Integrated Report

Crizac Limited has voluntarily provided the members with an Integrated Report, which discusses the organization's
strategy, governance structure, performance, and opportunities for creating value based on the five types of capital:
financial, intellectual, human, social and relationship, and natural capital, for the interest of all stakeholders of the company.

47. Acknowledgements

Your Directors would like to acknowledge and place on record their sincere appreciation of all stakeholders - shareholders,
bankers, dealers, vendors and other business partners for the unstinted support received from them during the year under
review. Your Directors recognise and appreciate the efforts and hard work of all the employees of the Company and their
continued contribution to its progress.

For and on behalf of the Board of DirectorsSd/- Sd/-

Dr. Vikash Agarwal Manish Agarwal

Chairman and Managing Director Director

DIN: 03346531 DIN: 03043680

Date: August 03, 2026 Place: Kolkata Place: Kolkata