The directors present the strategic report for the year ended 31 March 2026.

Company Overview

Crizac Ltd was incorporated on April 7, 2017, under the Companies Act, 2006, with the Registrar of Companies for England and Wales. The company’s registered office is located at 24 Great Chapel Street, Soho, London, England, W1F 8FS. Crizac Ltd is engaged in the business of providing educational consultancy services.

During the year, Company acquired 51% Equity Stake in Studies Planet.com Limited. This strategic acquisition facilitates the company’s expansion into the South American market, enhancing its presence and enabling it to capitalize on growth opportunities in the region.

The Company maintained its commitment to expanding its market presence and strengthening relationships with partner universities. The Board remains focused on increasing student enrolments through enhanced recruitment initiatives, expansion into new geographic markets, strategic partnerships.

Business Model and Strategy

Crizac Ltd's core business involves facilitating student placements into Overseas higher education institutions. The company leverages a vast network of over 15,000+ registered agents across countries and maintains partnerships with global institutions of higher education.

Strategic Strengths

Crizac Ltd leverages the extensive global network and advanced technological infrastructure of its parent company, Crizac Limited India, to fortify its position in the international student recruitment sector.

Crizac Ltd ensures a high level of service quality and responsiveness, which are critical in the competitive landscape of international education consultancy. The synergy between Crizac Ltd strategic global partnerships positions the company as a formidable player in the international student recruitment arena, capable of adapting to evolving market demands and regulatory environments.

In addition to organic growth, the Company actively evaluates strategic acquisition opportunities that complement its existing business operations, expand its service offerings, enhance its geographic reach, or provide access to new student markets. Any acquisition opportunities will be assessed against the Company's long-term growth objectives and financial discipline framework.

The Board believes that continued growth in international student mobility, coupled with strategic acquisitions and expansion of recruitment capabilities, will support the Company's long-term development and shareholder value creation.

Regulatory and Immigration Risks:

Changes in immigration policies, visa regulations, student work rights, education policies, or government restrictions in destination countries may adversely affect student demand and enrolment volumes.

Geopolitical and Macroeconomic Risks.

Geopolitical events, including armed conflicts, war, terrorism, political instability, trade restrictions, economic sanctions, and diplomatic tensions, may adversely affect international student mobility and the ability of students to travel and study abroad. Such events may also impact foreign exchange markets, inflation levels, operating costs, and overall economic confidence in key recruitment regions.

Student Recruitment Risks:

The Company's performance is dependent on its ability to attract and recruit students for partner institutions. Increased competition, changing student preferences, demographic shifts, adverse publicity relating to international education, or reduced demand for overseas study may impact recruitment volumes.

In summary, Crizac Ltd strategic risks are primarily centered around its dependence on a limited client base, vulnerability to regulatory changes, and concentration in a single geographical market. Addressing these risks through diversification of clients and markets, as well as proactive engagement with policy developments, will be crucial for the company's resilience and growth.

Crizac Ltd demonstrated strong operational growth during the year, driven by its core focus on facilitating international student placements. The company continued to expand its global footprint through a wide-reaching agent network and strategic collaborations with international higher education institutions. These relationships enabled an increased volume of student admissions, reflecting Crizac Ltd commitment to delivering global education opportunities and enhancing its position in the international education consultancy sector.

While the company continues to grow, it remains mindful of risks related to revenue concentration and geographical dependence. To mitigate these, Crizac Ltd is actively working towards diversifying its client base and exploring new markets to ensure resilience and long-term sustainable growth.

Crizac Ltd uses a set of financial Key Performance Indicators (KPIs) to evaluate its business performance and ensure alignment with strategic goals. These KPIs provide critical insights into the company's growth, efficiency, and financial health. The following metrics are closely monitored:

Movement in Revenue from Operations -

The Revenue from Operations for FY 2026 is 72,513,132 as compared to FY 2025 - 77,327,025.

Cost of Services as % of Revenues from Operations -

The Cost of services as a percentage of Revenue in FY 2026 is 94.92% as compared to FY 2025 - 91.14%Profit After Tax (PAT) – The PAT for FY 2026 is 1,797,168 as compared to FY 2025 – 4,407,860

The Directors have acted in good faith and in the manner they consider most likely to promote the long-term success of the Company for the benefit of its shareholders as a whole, while having regard to the matters set out in Section 172(1) of the Companies Act 2006, including the need to foster relationships with customers and other stakeholders, the impact of the Company's operations on the wider community, the maintenance of high standards of business conduct and the long-term consequences of decisions.

The Company's principal activity is the recruitment of students to universities and educational institutions across multiple jurisdictions. The Company's business model is built upon strong and sustainable relationships with students, universities, education agents, employees, service providers and shareholders. The Board recognises that the long-term success of the Company depends upon maintaining the confidence and trust of these stakeholders while delivering high-quality recruitment and advisory services.

Students and University Partners

Students and university partners are central to the Company's operations. The Board seeks to ensure that students receive accurate, transparent and timely information regarding educational opportunities, admission requirements and study destinations. The Company works closely with its partner universities to understand their strategic priorities, student recruitment objectives and compliance expectations. By maintaining strong relationships with universities and delivering qualified student enrolments, the Company aims to create long-term value for both students and institutional partners.

Education Agents and Business Relationships

The Company maintains an extensive network of education agents and recruitment partners who play a significant role in identifying and supporting prospective students throughout the admissions process. The Board recognises that these relationships are critical to the Company's growth and market reach.

The Company engages regularly with its agent network through training programmes, performance reviews, compliance monitoring and ongoing communication to promote high standards of student counselling and ethical recruitment practices. The Board continually assesses opportunities to expand and strengthen its global agent network and university partnerships in order to increase student enrolments, enter new markets and support sustainable long-term growth. The Company also maintains constructive relationships with technology providers, consultants, professional advisers and other service providers whose expertise contributes to the effective operation of the business. The Board believes that fostering strong relationships with these stakeholders is fundamental to the Company's long-term success.

Community and Social Impact

The Company contributes to society by facilitating access to higher education opportunities for students from diverse backgrounds. The Board recognises that higher education can have a transformative impact on individuals, communities and economies. Accordingly, the Company seeks to conduct its operations responsibly and ethically while supporting students in achieving their academic and professional aspirations.

Reputation and Business Conduct

The Board places significant importance on maintaining the Company's reputation for integrity, professionalism and ethical conduct. The Company operates within applicable legal and regulatory frameworks and maintains policies and procedures designed to support compliance, transparency and responsible business practices. The Directors believe that maintaining high standards of business conduct strengthens relationships with students, universities, agents and other stakeholders while protecting the Company's long-term reputation.

Shareholders and Long-Term Growth

The Directors remain focused on creating sustainable long-term value for shareholders. During the year, the Board considered opportunities to increase student recruitment volumes, expand university partnerships, strengthen the Company's global education agent network and invest in technology and operational capabilities. The Board also actively evaluated strategic acquisition opportunities that could enhance the Company's service offerings, geographical presence and market position.

In making significant decisions, the Directors considered the long-term consequences of those decisions and their impact on the Company's stakeholders. The Board believes that continued investment in people, technology, university partnerships, agent relationships and strategic growth initiatives will support the Company's future success and enhance shareholder value.

Principal Risks and External Factors

The Company operates in an international education sector that may be affected by factors outside its control, including changes in immigration policies, education regulations, geopolitical tensions, armed conflicts, economic downturns, public health events and foreign exchange fluctuations. Such events may adversely affect international student mobility, university enrolment levels and recruitment activity. The Board regularly monitors these risks and considers appropriate mitigation measures as part of its strategic planning process.

Accordingly, the Directors are satisfied that throughout the year they have had regard to the matters set out in Section 172(1) of the Companies Act 2006 and have acted in a manner they consider most likely to promote the long-term success of the Company for the benefit of its shareholder as a whole.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2026.

The principal activity of the company continued to be that of educational support services.

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of CRIZAC LTD (the 'company') for the year ended 31 March 2026 which comprise the profit and loss account, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 March 2026 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Revenue Recognition - Key Audit Matter

Revenue recognition was considered a key audit matter due to the significance of revenue to the financial statements and the presumed fraud risk under ISA 240. The entity earns commission income from universities based on successful student placements and enrolment milestones, involving judgement over timing of recognition and satisfaction of performance obligations.

• Obtained an understanding of the revenue process and tested key controls within the CRM and revenue recording process.

• Reviewed agreements with universities to assess commission terms, performance obligations and timing of revenue recognition.

• Performed substantive testing on revenue transactions by agreeing samples to student applications, university confirmations, enrolment evidence, invoices and subsequent cash receipts.

• Performed directional testing from accounting records to supporting source documentation (occurrence testing) and from university/student confirmation lists to accounting records (completeness testing).

• Performed cut-off testing around year end to assess whether revenue was recognised in the appropriate accounting period.

• Performed analytical review procedures on revenue trends, margins and month-on-month movements to identify unusual fluctuations.

• Assessed compliance of revenue recognition with the requirements of FRS 102 Section 23

For the purpose of our audit, overall materiality was determined based on revenue, which is considered the most appropriate benchmark given the nature and scale of the Company's operations as an education recruitment and consultancy business. Materiality was set at £525,000, representing approximately 1% of annual turnover, with performance materiality established at £328,000. In addition, the component materiality communicated by the Group Auditor was lower than the materiality calculated for the standalone financial statements. Accordingly, audit procedures were planned and performed using the lower threshold where applicable to ensure appropriate coverage for group reporting purposes. No differences in the nature, timing or extent of audit procedures would have arisen had either the standalone or group materiality levels been applied.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit; or

• the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We exercise professional judgement and maintain professional scepticism throughout the audit.

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risk, such procedures include examining, on a sample basis, evidence regarding the amounts and disclosures in the financial statements, holding discussions with management or those charged with governance to identify instances of fraud and non-compliance with laws and regulations, testing journal entries for appropriateness and carrying out analytical review to identify anomalies for further testing.

We obtain understanding of internal controls relevant to the audit and design audit procedures that are appropriate in the circumstances.

We evaluate the appropriateness of accounting policies used and the reasonableness of any significant accounting estimates made by management as well as evaluate the overall presentation of the financial statements.

Conclude whether, in our judgement, there are conditions or events which could affect the ability of the company to continue as a going concern for the foreseeable future, being a period of at least 12 months following the approval of the financial statements.

Because of inherent limitations of an audit, there is a risk we will not detect all irregularities, including those which result in material misstatement in the financial statements or non-compliance with laws and regulations. The risk is greater where the irregularity is due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

CRIZAC LTD is a private company limited by shares incorporated in England and Wales. The registered office is 24 Great Chapel Street, Soho, London, United Kingdom, W1F8FS.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The Company is a parent undertaking by virtue of its 51% ownership interest in Studies Planet.com Limited.

The Directors have elected not to prepare consolidated financial statements for the year ended 31 March 2026. The Company is exempt from the requirement to prepare consolidated financial statements pursuant to Section 400 of the Companies Act 2006 and Section 9.3(g) of FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

The Company is a subsidiary undertaking of Crizac Ltd, a company incorporated in India, which prepares consolidated financial statements for the larger group. These consolidated financial statements include the results, assets and liabilities of the Company and its subsidiary undertaking and are available for public use.

Accordingly, the Company has taken advantage of the exemption available under the Companies Act 2006 and FRS 102 and has therefore not prepared consolidated financial statements. The financial statements presented are the individual financial statements of the Company.

The Company's investment in its subsidiary undertaking is disclosed in Note x of the financial statement.

The company has been generating sufficient new business from the universities and at the date of signing the financial statement the company has sufficient cash reserve to pay immediate short-term working capital liabilities if needed. Management has been closely monitoring the forecast for the next two years and considering the growth of education industry year on year they do not foresee any going concern issue in the future. Infact, the first 2 months of the 2026-27 has recorded a very decent turnover and profitability. Hence the management is of the opinion that the financial statement are prepared on going concern basis.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

The company recognises revenue from the following major sources:

• Commission from Universities

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Turnover represents commission income earned from universities for student recruitment and counselling services provided by the Company. The Company acts as an agent between students and partner universities and recognises commission income when its performance obligation has been satisfied.

Commission income is recognised at the point when the relevant student enrolment process is substantially complete and confirmation of the commission entitlement and amount is received from the respective university, evidencing that the performance obligation has been fulfilled and collection is probable.

Direct commission costs payable to recruitment agents for introducing eligible students are recognised in the same accounting period as the related commission income, in accordance with the matching principle, so that the costs incurred in generating the revenue are recognised in the period in which the associated revenue is earned.

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life of the contract , which is 5 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Transactions in currencies other than pounds sterling are recorded at the average rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

The annual amortisation charge for intangible assets are sensitive to changes in the estimated useful economic lives and residual values of the assets. The Intangible Assets of the company Goodwill and Contract Assets obtained during Business acquisition is amortised at 20% over 5 years since the average length of the contracts are 5 years.

During the fiscal year 23-24, 100% of Crizac Ltd's shares were transferred to Crizac Limited, making it the parent company with its registered office in Kolkata, West Bengal, India .

Business Process Outsourcing (BPO) and Consulting Agreements :-

Under a BPO Agreement dated February 21, 2024, Crizac Ltd UK engaged its parent company to support the recruitment of international students. This support includes assessing and processing student applications for enrollment in universities represented by Crizac Ltd UK. For each application processed, Crizac Ltd UK pays a fee of GBP 50. Crizac Ltd UK is remitting £50 to Crizac Limited India towards processing an application. The amount has been determined considering that, benchmarking analysis for FY 2024-25, Crizac’s margin for FY 20225-26 is expected to meet the arm’s length standard. Accordingly, the £50 fee aligns with this margin and supports compliance with transfer pricing regulations.

To further enhance operational efficiency, Crizac Ltd UK entered into a Consultancy Agreement on March 29, 2024, with its parent company. Through this agreement, Crizac Ltd UK avails accounting, administrative, management, and advisory support services for an annual consideration of GBP 100,000.

These agreements reflect Crizac Ltd UK's integrated approach to managing its international student recruitment operations while leveraging group-level expertise to ensure administrative and financial compliance.

Crizac Ltd UK adheres to the accrual basis of accounting, recognizing expenses in the period they are incurred, regardless of when payment is made. A significant area requiring estimation is the accrual of agent commissions.

These commissions are calculated based on revenue generated from university partnerships and are recognized in the same period as the related revenue, in line with the matching principle. This approach ensures that expenses are aligned with the revenues they help generate, providing a more accurate representation of the company's financial performance. The estimated commission expense is recorded as an accrued expense reported with trade creditors on the balance sheet until the actual payment is made.

Though we mention as an estimate, but the % of accruals is based on the commission which has been agreed with the agents but there may be an increase or decrease in few invoices received post year end.

During the year, the Company entered into an arrangement with its parent undertaking, Crizac Limited (India) whereby the Company made payments to certain suppliers on behalf of the parent undertaking.

Amounts paid by the Company on behalf of the parent undertaking are recoverable from the parent undertaking and are included within intercompany balances at the reporting date where unsettled.

In consideration for administering and processing these payments, the Company charged the parent undertaking a service fee equivalent to 5% of the total supplier payments made on its behalf. The service fee recognised during the year amounted to £563,191 (2025: £Nil).

At the reporting date, amounts due from/(to) the parent undertaking in respect of this arrangement as above. The balances are unsecured, interest-free and repayable on demand.

The Directors consider that the arrangement was undertaken on terms equivalent to those prevailing in an arm's length transaction.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The holding company Crizac Limited (India) operates an equity-settled Employee Share Option Plan ("ESOP") under which options to subscribe for ordinary shares of the Company are granted to eligible employees and directors of Crizac Ltd (UK). The purpose of the scheme is to incentivise and retain key personnel and align their interests with those of the shareholders.

Options are granted at the discretion of the Board and are subject to specified vesting conditions, including continued employment and, where applicable, performance conditions. Once vested, the options may be exercised within the exercise period determined under the terms of the scheme.

One of the director was given the option which are as below:-

No of Options:-1500000

Exercise price:- Rs 257

Fair value:- Rs 106.22

Grant date:- 13/06/2025

Vesting period :- 3 4 and 5 years

Share based payment charge:- £273,996

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Management fees OF £100,000 have been reclassified from IT cost to direct cost for 2025 to make sure comparatives figures are in line with the current year 2026.

During the year 51% stake was acquired by Crizac Ltd in Studies Planet.com Limited, company registered in the UK at a valuation of £745,098.

Details of the company's subsidiaries at 31 March 2026 are as follows:

Current investment includes a treasury deposit which was with Barclays bank for which the maturity date is 7th April 2026 at 2.88% interest rate.

Included in trade creditors is the amount of £ 7,889,775.64 (2024 ;- 22,444,522.00), this balance relates to the commission amount accrued which is payable to the agents. This is reported under trade creditors for better presentation and understanding for the user of the financial statements.

Other reserves - ESOP

The holding Company operates an equity-settled Employee Share Option Plan ("ESOP") under which options to subscribe for ordinary shares of the Company are granted to eligible employees and directors of Crizac Ltd (UK). The purpose of the scheme is to incentivise and retain key personnel and align their interests with those of the shareholders.

Options are granted at the discretion of the Board and are subject to specified vesting conditions, including continued employment and, where applicable, performance conditions. Once vested, the options may be exercised within the exercise period determined under the terms of the scheme.

Key management personnel :-

Mr. Vikash Agarwal

Mr. Sumit Jain

Mr. Rakesh Kumar Agarwal

Mr. Gaurav Agarwal (Resigned on 30 October 2025)

Mr. Christopher Nagle (Appointed on 30 October 2025)

During the year, the holding company granted Share option to Mr Christopher Nagle the CEO of the company who is on the payroll of Crizac Ltd UK refer to the notes regarding share option under note 17 of the financial statement. Further at the year end an amount of £10,287 was salary outstanding. Salary paid during the year was £191,667 (2025:- £150,000)

During the year, Crizac Ltd has taken services from Crizac Limited (India) which is the parent company towards Processing Fees of £18,657,550 (2025 :- £15,492,300) and Management charge of £100,000 (2025 :- £100,000).

At the year end, the balance receivable from UCOL FZE one of the group company registered in Dubai £5,894,745 (2025 :- Nil) and £20,000 (2025:- Nil) from Studies Planet.com Limited a company registered in the UK.

At the year end, the balance payable to Parent company Crizac Limited (India) was £3,851,448 (2025 :- £Nil)

The parent company of Crizac Ltd is Crizac Limited (India)(Formerly known as GA Solutions Private Limited) registered in India whose registered office is at Wing A, 3rd Floor, Constantia Building, 11, U.N. Brahmachari Street, Shakespeare Sarani, Kolkata, west Bengal, India – 700017. Consolidated accounts of the group will be available at the above address.

The ultimate controlling party are the shareholders of Crizac Limited India, the immediate Parent company.

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