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CRESSANDA RAILWAY SOLUTIONS LTD.

19 February 2026 | 04:01

Industry >> IT Consulting & Software

Select Another Company

ISIN No INE716D01033 BSE Code / NSE Code 512379 / CRSL Book Value (Rs.) 4.14 Face Value 1.00
Bookclosure 30/09/2024 52Week High 6 EPS 0.02 P/E 174.53
Market Cap. 118.90 Cr. 52Week Low 3 P/BV / Div Yield (%) 0.68 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

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

HIGHLIGHTS OF FINANCIAL PERFORMANCE ON
STANDALONE BASIS

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

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

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

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

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

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

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

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

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

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

SUMMARISED PROFIT AND LOSS ACCOUNT

Particulars

Standalone

Consolidated

31-03-2025

31-03-2024

31-03-2025

31-03-2024

Revenue from Operations (Net)

2,045.55

9,344.59

3,246.4

20,466.58

Other Income

448.23

510.34

449.47

511.64

Total Income

2,493.78

9,854.94

3,695.87

20,978.22

Earnings before Interest, Depreciation and Tax (EBIDTA)

87.71

1,002.42

100.39

1,607.04

Less: Interest

7.17

8.34

8.39

9.75

Less: Depreciation

37.37

31.73

37.92

39.42

Profit Before Tax

43.17

962.35

54.08

1,557.87

Particulars

Standalone

Consolidated

31-03-2025

31-03-2024

31-03-2025

31-03-2024

Less: Current Tax

11.17

17.35

14.00

177.9

Deferred Tax

0

0.42

0

0.42

Net Profit for the Year

32

944.58

40.08

1,379.55

EPS (Equity Share of ?1/- each)

Basic

0.01

0.23

0.01

0.346

Diluted

0.01

0.23

0.01

0.346

COMPANY'S AFFAIRS & REVIEW OF OPERATIONS

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

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

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

Cressanda has

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

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

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

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

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

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

DIVIDEND

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

c) Proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the
assets of the company and for preventing and detecting
fraud and other irregularities;

d) The annual financial statements have been prepared on a
going concern basis;

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

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

CAPITAL STRUCTURE AND LISTING AT STOCK
EXCHANGE

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

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

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

CHANGES IN RESERVES

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

FINANCE

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

DEPOSITS

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

S.

No.

Particulars

Amount in f

1.

Details of Deposits accepted during the
year

Nil

2.

Deposits remaining unpaid or unclaimed
at the end of the year

Nil

3.

Default in repayment of deposits At the
beginning of the year Maximum during
the year At the end of the year

N.A.

4.

Deposits not in compliance with law

N.A.

5.

NCLT/ NCLAT orders with respect to
depositors for extension of time and
penalty imposed

N.A.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

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

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

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

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

No. of complaints

No. of complaints

No. of complaints

No. of complaints

Category

pending at the beginning

filed during the

disposed of during

pending at the end

of the FY 2024-25

FY 2024-25

FY 2024-25

of the FY 2024-25

Sexual Harassment

Nil

Nil

Nil

Nil

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

RISK MANAGEMENT

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

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

INTERNAL CONTROL ADEQUACY

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

INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS

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

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

VIGIL MECHANISM /WHISTLE BLOWER POLICY

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

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE
COMPANIES AND JOINT VENTURES

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

1. Cressanda Renewable Energy Solutions Limited

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

3. Cressanda E-Platform Private Limited

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

5. Cressanda Analytica Services Private Limited

6. Mastermind Advertising Private Limited

7. Cressanda Green Energy Vehicle Limited

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

STATE OF THE COMPANY'S AFFAIRS

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

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

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

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

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

• Constitution of the Board

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

The details are as follows:

S. No.

Name

DIN

Designation

1.

Chander Parkash Sharma

02143588

Chairman & Independent Director

2.

Arun Kumar Tyagi

05195956

Managing Director

3.

Pankaj Agarwal

10943582

Executive Director

4.

Nisha Asija Zutshi

10348173

Women Independent Director

5.

Mukesh Wardhan Tyagi

00047133

Independent Director

6.

Satya Prakash

08489173

Independent Director

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

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

• Board Independence

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

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

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

3. Mr. Satya Prakash (DIN: 08489173)

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

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

• Declaration by the Independent Directors

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

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

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

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

• Key Managerial Personnel

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

• Changes in the Board Composition and Key Managerial Personnel.

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

S. No.

Name

Designation

Appointment/Resignation

Date

1.

Mr. Rajkumar Dinesh Masalia

Executive - Director

Resignation

24-02-2025

2.

Mr. Vijay Solanki

Non-Executive Director and
Chief Technical Officer

Resignation

21-06-2024

3.

Mr. Pankaj Agarwal

Executive - Director

Appointment

27-02-2025

4.

Ms. Neha Gupta

Chief Financial Officer

Resignation

02-07-2024

5.

Mr. Hemant Singh

Chief Financial Officer

Appointment

03-07-2024

6.

Ms. Tushti Sharma

Company Secretary & Compliance Officer

Resignation

15-08-2024

7.

Mr. Sunil Kumar Trivedi

Company Secretary & Compliance Officer

Appointment

18-09-2024

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

MEETINGS OF THE BOARD

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

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

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

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

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

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

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

SEPARATE MEETING OF INDEPENDENT DIRECTORS

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

COMPANY'S POLICY ON DIRECTORS'APPOINTMENT
AND REMUNERATION

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

ANNUAL EVALUATION BY THE BOARD

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

a. Attendance of Board Meetings and Board
Committee Meetings.

b. Quality of contribution to Board deliberations.

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

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

e. Commitment to shareholder and other stakeholder interests.

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

COMMITTEES OF THE BOARD

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

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders' Relationship Committee;

d) Corporate Social Responsibility Committee (CSR); and

e) Risk Management Committee

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

RELATED PARTY TRANSACTIONS

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

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

SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

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

AUDITORS, THEIR REPORT AND COMMENTS BY THE
MANAGEMENT

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

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

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

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

Secretarial Auditors & their Report

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

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

Cost Auditors and Records

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

DISCLOSURE FOR FRAUDS REPORTED BY THE
AUDITORS

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

CORPORATE GOVERNANCE

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

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

CODE OF CONDUCT

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

ANNUAL RETURN

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

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

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

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

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

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

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

INDUSTRIAL RELATIONS

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

BUSINESS TRANSFER

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

PREVENTION OF INSIDER TRADING

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

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

FAMILIARISATION PROGRAM FOR INDEPENDENT
DIRECTORS

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

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

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

CREDIT RATING OF SECURITIES:

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

DETAILS OF FAILURE TO IMPLEMENT ANY CORPORATE
ACTION:

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

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

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

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

CAUTIONARY STATEMENT

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

GENERAL

Your directors state that during the year under review:

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

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

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

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

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

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

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

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

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

ACKNOWLEDGEMENTS

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

Chander Parkash Sharma

Place: Mumbai Chairman & Independent Director

Date: August 30, 2025 DIN : 02143588