Your Directors are pleased to present 34th Annual Report of the Company along with Audited Financial Statements for
the Financial Year ended 31 March 2025.

FINANCIAL PERFORMANCE

The Audited Financial Statements of the Company as on 31 March, 2025, are prepared in accordance with the relevant
applicable IND AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”) and provisions of the Companies Act, 2013 (“Act”) read with
relevant rules and other accounting principles.

The summarised financial highlight is depicted below:

REVIEW OF OPERATIONS AND STATE OF AFFAIRS

Your Company is one of the leading players in India in
the niche segment of Coding & Marking. The activities
comprise manufacture and sale of a diversified range
of printers, manufacture and sale of the associated
consumables. Further it also engages in spare parts and
after sales services.

Continuing with our Masks business from previous year,
your Company has also explored the safety and hygiene
segment and is now expanding the portfolio of products
offered in this segment.

During the year, the Track and Trace division secured
good amount of traction in certain key pharmaceutical
companies.

Your company also is optimistic in establishing a market
for packaging machines for producing single unit serving
sachets and the initial feelers and developments augur
well and signal to a huge market potential.

The total income from business operation of the
Company for the year ended 31 March, 2025 is
' 38,530.13 Lakhs which is higher by about 12.12% over
that for the previous year which was ' 34,366.41 Lakhs.
The total comprehensive income for the year stood at
' 11,342.31 Lakhs in the current year against ' 9,046.13

Lakhs in the previous year The Company continues to
have healthy growth in EBIDTA, PBT, PAT & EPS year-on-
year basis.

DIVIDEND

During the year, the Board of Directors of the Company
at its meeting held on 18 January 2025, declared an
interim dividend of ' 4.00/- per equity share i.e. @ 40 %
of face value of ' 10.00/- for the financial year 2024-25
absorbing a sum of ' 639.77 Lakhs. The same was paid
to the shareholders on February 10, 2025.

Based on the Company’s performance, the Board of
Directors of your Company recommend a final dividend
of ' 6.00/- per equity share i.e @ 60% of face value of
' 10.00/- each, for the year ended 31st March 2025,
subject to the approval of Members.

The dividend will be paid in compliance with the applicable
Rules & Regulations. The total dividend including the
proposed final dividend, amounted to 10.00/- per equity
share and will absorb ' 1599.42 Lakhs.

Pursuant to the Finance Act, 2020, dividend income is
taxable in the hands of the Members and the Company
is required to deduct tax at source (TDS) from dividend
paid to the Members at prescribed rates as per the
Income-tax Act, 1961.

DIVIDEND DISTRIBUTION POLICY

In terms of provisions of Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations &
Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”), your Company has voluntary adopted
the Dividend Distribution Policy, which is made available
on the Company’s website and can be accessed using
the link https://controlprint.com/wp-content/uploads/
Dividned-Distribution-Policy.pdf.

TRANSFER TO RESERVES

Your Director do not propose to transfer any amount to
reserves.

UNPAID/UNCLAIMED DIVIDEND

In terms of the provisions of Investor Education and
Protection Fund (Accounting, Audit, Transfer and
Refund) Rules, 2016, '22,53,444 /- of unpaid or unclaimed
dividends were transferred during the year under review
to the Investor Education and Protection Fund.

SUBSIDIARY COMPANY

During the year, the Company through its wholly owned
Subsidiary i.e. Control Print B.V. had subscribed to 50,000
(representing 5%) equity shares of Markprint B.V., a Step
Down Subsidiary Company. Control Print B.V. increased
its stake to 85% in Markprint B.V. on August 07, 2024.

Further, the Company has incorporated wholly owned
Subsidiary, Control Print MEA FZE in Hamriyah Free
Zone, United Arab Emirates on January 08, 2025 with
the objective of strategic investment to have access to
Global Market.

During the year under review, the Company has following
Subsidiaries namely:

• Liberty Chemicals Private Limited (Wholly owned
subsidiary)

• Control Print Packaging Private Limited (Wholly
Owned Subsidiary)

• Innovative Codes (I) Private Limited

• Control Print B.V. (Wholly owned subsidiary)

• Markprint B.V. (Step down subsidiary)

• Codeology Group Limited (Step down subsidiary)

• CP Italy S.R.L. (Step down subsidiary)

• Control Print MEA FZE (Wholly owned subsidiary)

As per the provisions of Section 129(3) of the Companies
Act, 2013 (“Act”), a statement containing salient features
of the financial statements of the Company’s subsidiary
in Form AOC-1 is annexed as “Annexure- A” and forms

an integral part of this Report. Pursuant to the provisions
of Section 136 of the Act, the financial statements along
with the relevant documents and separate audited
financial statements in respect of subsidiary is available
on the website of the Company.

The financial statements of the subsidiary companies
and related information are available for inspection by
the members in electronic mode during business hours
on all working days upto the date of the AGM as required
under Section 136 of the Companies Act, 2013

Any member desirous of obtaining a copy of the
said financial statements may write to the Company
Secretary at the Registered Office of your Company. The
financial statements including the consolidated financial
statements, financial statements of subsidiaries and all
other documents required to be attached to this report
have been uploaded on the website of your Company
under the web link: https://controlprint.com/audited-
financial-statements-of-subsidiaries/.

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

Particulars required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, regarding regarding conservation
of energy, technology absorption, foreign exchange
earnings and outgo, are given in “Annexure B” and
forms an integral part of this Report.

CORPORATE GOVERNANCE REPORT AND
MANAGEMENT DISCUSSION AND ANALYSIS

Separate reports on Corporate Governance and
Management Discussion and Analysis as required by
Listing Regulations forms part of this Annual Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the
public within the ambit of Section 73 of the Companies
Act 2013 (‘Act’) and the Companies (Acceptance of
Deposits) Rules, 2014. And as such, no amount of
principal or interest was outstanding as on balance
sheet date.

INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY

The Company has implemented an ERP, SAP for
its operations, financial transaction and records.
The transactional controls built into SAP to ensure
appropriate segregation of duties, appropriate level of

approval mechanisms and maintenance of supporting
records. The systems, Standard Operating Procedures
and controls are reviewed by the Management. These
systems and controls are subjected to Internal Audit and
their findings and recommendations are reviewed by the
Audit Committee which ensures the implementation.

The Company has an adequate Internal Financial
Control System, commensurate with the size, scale,
nature and complexity of its operations to ensure proper
recording of financial and operational information
and compliance of various internal control and other
regulatory and statutory compliances. Internal Audit
Control System ensures that the regular internal audits
are conducted at both the factories and branches to
cover various functions. The findings are then taken up
by Audit Committee along with Management Response
for suitable action.

The Audit Committee monitors the Internal Audit System
on regular intervals and directs necessary steps to
further improve the Internal Control system.

ANNUAL RETURN

The Annual Return of the Company as on 31 March,
2025 is available on the Company’s website and can be
accessed at https://controlprint.com/annual-general-
meeting/.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As stipulated under regulation 34(2)(f) of the Listing
Regulations, the Business Responsibility & Sustainability
Report (BRSR) describing the initiatives taken by the
Company from an environmental, social and governance
perspective, are given in “Annexure C” and forms an
integral part of this Annual Report and is also uploaded
Company’s website and can be accessed at https://
controlprint.com/investors/annual-report/.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The details of Loans, Guarantees or Investments covered
under the provisions of Section 186 of the Companies Act,
2013 forms part of notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

The Company has a process of identification of related
parties and transactions with related parties, its approval
and review process. The Policy on Related Party
Transactions as formulated by the Audit Committee and
the Board which is available on the Company’s website

and can be assessed at https://www.controlprint.com/
wp-content/uploads/Related-Party-Transactions-
Policy.pdf

During the year under review, the Board of Directors had
revised the Policy on Related Party Transaction in order
to align the said policy with the amendments made in
Regulation 23 of Listing Regulations.

All contracts/arrangements/transactions entered by
the Company during the financial year with related party
were on arm’s length basis and were in the ordinary
course of the business. There are no materially significant
related party transactions made by the Company
with Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict
with interest of the Company at large. Accordingly, the
disclosure of Related Party Transactions as required
under Section 134 (3) (h) of the Companies Act, 2013 in
Form AOC-2 is not applicable.

Your Directors draw attention of the members to Notes
to accounts of the financial statement which sets out
related party disclosures.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors to the best of the knowledge and belief
and according to the information, explanations and
representations obtained by them and after due enquiry,
make the following statements in terms of Section 134(3)
(c) and 134(5) of the Act that:

a) In the preparation of the annual accounts for
the year ended 31 March 2025, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

b) 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 at 31 March
2025 and of the profit of the Company for the year
ended on that date;

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

d) The Directors have prepared the annual accounts
on a going concern basis;

e) The Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
are operating effectively; and

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

DIRECTORS

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and the Company’s Articles of
Association, Ms. Ritu Joshi (DIN: 02600483) retires by
rotation at the forthcoming Annual General Meeting
and, being eligible offers herself for re-appointment at
the ensuing Annual General Meeting.

Ms. Shruti Jatia (DIN: 00227127) was re-appointed as
Independent Director of the Company for a second
term of five (5) consecutive years commencing from
June 30, 2025 up to June 29, 2030. In the opinion of the
Board, the Independent Director possess the requisite
expertise and experience and is person of high integrity
and repute. She fulfill the conditions specified in the Act
and the Listing Regulations and is independent of the
management.

All the Independent Directors of the Company have
submitted their disclosures to the effect that they fulfill
all the requirements/criteria of independence as per
Section 149(6) of the Act Regulation 16(1)(b) of the Listing
Regulations. Further, all the Independent Directors have
affirmed that they have adhered and complied with the
Company’s Code of Conduct for Independent Directors
which is framed in accordance with Schedule IV of the
Act.

KEY MANAGERIAL PERSONNEL

Mr. Basant Kabra, Managing Director, Mr. Shiva Kabra,
Joint Managing Director, Mr. Jaideep Barve, Chief
Financial Officer and Mr. Murli Manohar Thanvi, Company
Secretary & Compliance Officer of the Company are the
Key Managerial Personnels of the Company.

BOARD MEETINGS HELD DURING THE YEAR

During the financial year ended 31 March 2025, Four (4)
meetings of the Board of Directors were held, the details
of which are given in the Corporate Governance Report
that forms part of this Annual Report. The intervening
gap between any two meetings of the Board was not
more than One Hundred and Twenty (120) days as
stipulated under the Act and Listing Regulations.

COMMITTEE OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

During the year, all the recommendations made by the
Audit Committee were accepted by the Board. Further, the
details of the Committees along with their composition,
their role, number of meetings and attendance at the
meetings are provided in the Corporate Governance
Report.

PERFORMANCE EVALUATION OF THE BOARD,
COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013
and the Listing Regulations, the Board has carried out an
annual evaluation of its own performance, the individual
Directors (including the Chairman) as well as an
evaluation of the Board’s Committees. The Nomination
and Remuneration Committee (NRC) is responsible to
formulate and recommend to the Board a structured
framework for the performance evaluation process.
This includes a checklist that outlines the key criteria
and parameters for evaluating the performance of the
Board as a whole, its various committees, and individual
Directors. The Board reviews and formally approves
this checklist to ensure a transparent, objective, and
comprehensive evaluation process.

In a separate meeting of Independent Directors,
performance of Non-Independent Directors,
performance of the Board as a whole and performance
of the Chairman was also evaluated.

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

POLICY ON DIRECTOR’S APPOINTMENT AND
REMUNERATION

The remuneration policy of the Company is directed
towards rewarding performance, based on review of
achievements on a periodic basis. The Board of Directors
has approved Nomination and Remuneration policy and
available at the Company’s website under the web link:
https://www.controlprint.com/wp-content/uploads/
Nomination_and_Remuneration-Policy.pdf.

The term and reference of Nomination and Remuneration
Committee, details of Nomination and Remuneration
policy and Committee Meetings are provided in the
Corporate Governance Report.

FAMILIARIZATION PROGRAM

The Company has formulated a Familiarisation Program
for Independent Directors with an aim to familiarise
the Independent Directors with the Company, their
roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, business
model of the Company etc., to provide them with
better understanding of the business and operations of
the Company and so as to enable them to contribute
significantly to the Company.

The details of program for familiarisation of Independent
Directors with the Company are disclosed on the website
of the Company under the web link https://controlprint.
com/wp-content/uploads/Details-of-Familarisation-
Programme-for-the-FY-2024-25.pdf

STATUTORY AUDITORS AND AUDITORS’ REPORT

Based on the recommendation of the Audit Committee
and the Board of Directors, Members of the Company
at the 31st Annual General Meeting, re- appointed M/s
Jhawar Mantri & Associates, Chartered Accountants
(Firm Registration No. 113221W), as Statutory Auditors
of the Company for the second term of Five (5) years
from the conclusion of 31st Annual General Meeting till
conclusion of the 36th Annual General Meeting of the
Company to be held in the year 2027.

The Statutory Auditors’ Report does not contain
any qualifications, reservations, adverse remarks or
disclaimers. Statutory Auditors of the Company have not
reported any fraud as specified under Section 143(12) of
the Act, in the year under review. The Statutory Auditors’
Report forms part of this Annual Report.

COST AUDITORS AND AUDITORS’ REPORT

As per the requirement of Central Government and
pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)
Rules, 2014, your Company carries out an audit of cost
records. The Board of Directors, on recommendation of
Audit Committee, has appointed, M/S. Tapan Gaitonde
& Co (Membership No. 38637) Cost Accountants (Firm
Registration No. 104043), as Cost Auditors of the
Company for the Financial Year 2025-26.

In terms of the provisions of Section 148(3) of the
Companies Act, 2013 read with the Rule 14(a)(ii) of
the Companies (Audit and Auditors) Rules, 2014, the
remuneration of the Cost Auditors has to be ratified
by the members. Accordingly, necessary resolution
is proposed at the ensuing AGM for ratification of the
remuneration payable to the Cost Auditors for the
Financial Year 2025-26.

SECRETARIAL AUDITORS AND AUDITORS’ REPORT

Pursuant to Regulation 24A (1) of the Listing Regulations
and Section 204 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Audit
Committee and the Board of Directors have approved
the appointment and remuneration of M/s Nilesh Shah
& Associates, Practicing Company Secretary (Firm
Registration No. P2003MH008800), as the Secretarial
Auditors of the Company for a term of five (5) consecutive
years, effective from 01 April 2025 till 31 March 2030. The
Board has recommended the appointment for approval
of the Members at the ensuing AGM.

A brief profile and other relevant details of M/s Nilesh
Shah & Associates are provided in the Notice convening
the ensuing AGM.

M/s Nilesh Shah & Associates has consented to act as
the Secretarial Auditors of the Company and confirmed
that there appointment, if approved, would be within
the limits prescribed under the Companies Act, 2013
and Listing Regulations. M/s Nilesh Shah & Associates
has further confirmed that the Firm is not disqualified
to be appointed as the Secretarial Auditors under the
applicable provisions of the Act, rules made thereunder,
and Listing Regulations.

There are no qualifications, adverse remarks
reservations or disclaimer made by M/s Nilesh Shah &
Associates, Secretarial in their report for the financial
year ended 31 March 2025. The Secretarial Audit Report
of the Company is attached hereto as “Annexure D” to
this Report.

Pursuant to Regulation 24A of the Listing Regulations, the
Company has obtained Annual Secretarial Compliance
Report from a Practicing Company Secretary on
compliance of all applicable SEBI Regulations and
circulars / guidelines issued there under and submitted
to the Stock Exchanges within the prescribed period.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies
Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, your Company as part
of its CSR initiatives has undertaken projects/programs
in accordance with the CSR Policy. The details of the CSR
activities are given as “Annexure-E” forming part of this
Report.

VIGIL MECHANISM/WHISTLE BLOWER

The Company has formulated and established a Vigil
Mechanism named Whistle Blower Policy to deal with

instances of fraud and mismanagement and to enable
Directors and Employees to report genuine concerns
about unethical behavior, actual or suspected fraud or
violation of Code of Conduct and to report incidents of
leak or suspected leak of unpublished price sensitive
information. The employees and other stakeholders
have direct access to the Chairperson of the Audit
Committee for lodging concerns, if any, for review.

The Whistle Blower Policy is available on the website
of your Company https://www.controlprint.com/wp-
content/uploads/Vigil-Mechanism-or-Whistle-Blower-
Policy.pdf

Your Company affirms that no director/ employee has
been denied access to the Chairperson of the Audit
Committee and that no complaints were received during
the year.

RISK MANAGEMENT

Risk Management within the organisation involves
reviewing the operations of the organisation, identifying
potential threats to the organisation and the likelihood
of their occurrence, and then taking appropriate actions
to address the most likely threats.

The Company periodically reviews various risk and
mitigates them through proper policies & processes.

Further, the Company has a Risk Management
Committee, which frames, implement and monitor the
risk management plan of the Company. The Committee
is responsible for monitoring and 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 and functions are systematically
addressed through mitigating actions on a continuing
basis. The development and implementation of
risk management policy has been covered in the
Management Discussion and Analysis, which forms part
of this report.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL
STANDARD - 1 (SS-1) AND SECRETARIAL STANDARD - 2
(SS-2)

The Directors have devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate
and operating effectively. The company has complied
with SS-1 and SS-2.

CREDIT RATING

The Company’s financial discipline and prudence is
reflected in the strong credit rating ascribed by CRISIL.
The details of credit is disclosed in the Corporate
Governance Report, which forms part of the Annual
Report.

COMPLIANCE WITH PROVISIONS OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

Your Company has in place a formal policy for
the prevention of sexual harassment of its women
employees in line with “The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013”. During the year, there were no
complaints received relating to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197(12) of
the Act read with rules made thereunder, a statement
containing the disclosures pertaining to remuneration
and other details as required under the Act and the
above Rules are provided in the Annual Report. The
disclosures as specified under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, have been appended to this
Report as “Annexure F”.

As per Section 136(1) of the Act, the reports and accounts
are being sent to all the Members of the Company.
Details as required pursuant to Rule 5(2) and Rule 5(3)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 as amended are
available for inspection by any Member and may write
to the Company Secretary for the same, up to the date
of the AGM. Any Member interested in obtaining such
information may write to the Company Secretary at
companysecretary@controlprint.com and the same will
be furnished on such request.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

During the year under review, there were no significant
and material orders passed by the Regulators / Courts
that would impact the going concern status of the
Company and its future operations.

ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of
environmentally clean and safe operations. Your
Company endeavors that the conduct of all operations
are in such manner so as to ensure safety of all concerned,
compliance of statutory and industrial requirements for
environment protection and conservation of natural
resources to the extent possible.

GENERAL

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

• Issue of equity shares with differential rights as to
dividend, voting or otherwise.

• No fraud has been reported by the Auditors to the
Audit Committee or the Board.

• There has been no change in the nature of business
of the Company.

• There is no proceeding pending under the
Insolvency and Bankruptcy Code, 2016.

• There was no instance of one-time settlement with
any Bank or Financial Institution.

APPRECIATION

Your Directors takes this opportunity to express their deep
sense of gratitude to high degree of professionalism,
commitment and dedication displayed by employees at
all levels. Your Directors also wish to thank its esteemed
corporate clients, dealers, agents, suppliers, technology
partners, investors, Government Authorities and bankers
for their continued support and faith reposed in the
Company. Your Directors are also deeply grateful to the
shareholders for the confidence and faith that they have
demonstrated in the Company.

For and on behalf of the Board
Basant Kabra Shiva Kabra

Date: 23 May, 2025 Managing Director Joint Managing Director

Place: Mumbai (DIN: 00176807) (DIN : 00190173)