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Company Information

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CREATIVE GRAPHICS SOLUTIONS INDIA LTD.

14 November 2025 | 12:00

Industry >> Printing/Publishing/Stationery

Select Another Company

ISIN No INE0R7401011 BSE Code / NSE Code / Book Value (Rs.) 38.92 Face Value 10.00
Bookclosure 27/09/2024 52Week High 259 EPS 8.55 P/E 23.99
Market Cap. 498.23 Cr. 52Week Low 134 P/BV / Div Yield (%) 5.27 / 0.00 Market Lot 800.00
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 Director's take pleasure in presenting the 11th Annual Report together with the annual audited
financial statements for the year ended March 31,2025.

1. Financial summary or highlights/Performance of the Company

The highlights of financial results on Standalone and Consolidated basis for the financial year ended on
March 31, 2025 are as follows:

Standalone

Consolidated

FY 2025

FY 2024

FY 2025

FY 2024

Income from Business Operations

11,146

9,221

25,108

13,159

Other Income

405

331

541

389

Total Income

11,551

9,552

25,649

13,548

Less: Expenditure except Depreciation

9,377

7,814

22,350

11,641

Profit/Loss before Depreciation and Tax

2,174

1,738

3,299

1,907

Less: Depreciation

313

311

515

444

Profit/Loss before Tax

1,861

1,427

2,784

1,463

Less: Tax Expense

479

431

643

431

Add: Deferred Tax Asset

12

-57

37

-49

Less: Prior Period Taxes

27

0

28

0

Net Profit/Loss after tax

1,342

1,053

2,077

1,081

Add: Other Comprehensive income

0.00

0.00

0.00

0.00

Net Profit/Loss for the period
Earnings per share

1,342

1,053

2,077

1,081

Basic

6

12

9

13

2. Result Of Operations

During the financial year under review, your Company demonstrated a strong and consistent
performance, both on a standalone and consolidated basis, reflecting operational efficiency, market
responsiveness, and strategic execution.

On a standalone basis, the total income for the year stood at I NR 11,551 Lakhs, representing a significant
increase from INR 9,552 Lakhs in the previous financial year. This growth underscores the Company's
focused business development efforts and improved capacity utilization.

The Profit Before Tax (PBT) for the year increased to INR 1,861 Lakhs, as compared to INR 1,427 Lakhs in
the previous year. The Profit After Tax (PAT) stood at INR 1,342 Lakhs, registering a rise from INR 1,053
Lakhs recorded in the last fiscal year.

The Earnings Per Share (EPS) of the Company is INR 6.00 per share, as compared to INR 12.00 per share
in the previous financial year.

On a consolidated basis, the total income for the year was INR 25,649 Lakhs, compared to INR 13,548
Lakhs in the previous year, marking a robust year-on-year growth. The consolidated performance reflects
the contributions from all subsidiaries and the strategic alignment across group companies.

The above results demonstrate the Company's strong financial foundation and its commitment to
sustainable growth through operational excellence, innovation, and a customer-centric approach.

3. Indian Accounting Standards

As per the requirements of notification dated
16th February, 2015 issued by the Ministry of
Corporate Affairs (MCA), Financial Statements
of the Company for the Financial Year 2024-
2025 have been prepared as per Indian
Accounting Standard (IND-AS) specified under
Section 133 of the Companies Act, 2013 (the
Act), Companies (Indian Accounting Standards)
Rules, 2015, and other relevant provisions of
the Act.

4. Dividend

To conserve the resources for any future
requirement, your directors do not recommend
any dividend for the year ended 31st March,
2025.

5. Transfer To Reserves

For the financial year ended 31st March, 2025,
the Company does not propose to carry any
amount to General Reserve Account.

6. Capital Structure

On April 09, 2024, an Initial Public Offer (IPO)
boosted the number of equity shares to

2.42.86.000. Each equity share has a face value
of Rs. 10/-

As on 31st March, 2025, the Authorized Equity
Share Capital of the Company stands at

25.00. 00.000/- divided into 2,50,00,000 Equity
Shares of Rs. 10/- each.

Issued, Subscribed And Paid-up Share Capital

As on 31st March, 2025, the issued, subscribed
and paid-up share capital of the Company
stand at 24,28,60,000/- divided into 2,42,86,000
Equity Shares of Rs. 10/- each.

During the year under review as the Company
has not issued any Shares with Differential
Voting Rights, Stock Options, Sweat Equity, etc.
The Company has not bought back any equity
shares during the year 2024-2025.

7. Transfer Of Unclaimed Dividend To
Investor Education And Protection
Fund

Since there was no unpaid/unclaimed Dividend
declared or paid by the Company, the
provisions of Section 125 of the Companies
Act, 2013 do not apply on the Company for the
period under review.

8. Dematerialisation Of Equity Shares

As on 31 st March, 2025, all the equity shares of
the Company are in dematerialized form with
either of the Depositories viz. NSDL and CDSL.
The ISIN No. allotted to the Company is
INE0R7401011.

9. Details Of Subsidiary / Joint
Ventures / Associate Companies

The Company has two Wholly Owned
Subsidiary Companies i.e. Wahren India Private
Limited and Creative Graphics Premedia
Private Limited within the meaning of Section
2(87) of the Companies Act, 2013 ("Act”) and
there are no associates or joint venture
companies within the meaning of Section 2(6)
of the Companies Act, 2013 ("Act”). Pursuant to
the provisions of Section 129(3) of the Act, a
statement containing the salient features of
financial statements of the Company's
subsidiary is mentioned in Form AOC-1 is
marked as "Annexure-A” and form part of this
report.

10. Change In The Nature Of Business

During the year under review, there is no
change in the nature of business of Company.

11. Public Deposits

During the year under review, your Company
has not accepted/renewed any public deposits
under Section 73 of the Act read with
Companies (Acceptance of Deposits) Rules,
2014 and as such, no amount of principal or
interest was outstanding as of the Balance
Sheet date. There were no unclaimed deposits
at the end of Financial Year i.e. 31st March,
2025.

12. Revision Of Financial Statement

There was no revision of the financial
statements of the company, for the year under
review.

13. Management Discussion &
Analysis Report

Management Discussion and Analysis Report
for the year under review, as stipulated under
Regulation 34 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 201 5, is
presented in a separate section of this Board
Report.

14. Directors And Key Managerial
Personnel

Composition of the Board:

The Company, being a SME Listed Entity, has
proper constitution of Board of Directors. As on
31st March, 2025, our Board comprised of 5
members, consisting of 2 Executive Directors
(Promoters) including, 1 Non-Executive & Non-
Independent Director and 2 Independent
Directors and none of the directors are
disqualified under Section 164 of the
Companies Act, 2013.

The Independent Directors constitute 1 /3rd of
the total Board's strength. 1 out of 5 members
is a women Director. The Company complied
with the requirement for a woman director on
the Board of Directors as is stipulated under
Section 149(1) of the Companies Act, 2013.

The following is the Board and Key Managerial
Personnel Composition as on 31st March,
2025:

DIN

Name of
Directors

Designation

Date of
Appointment

03118826

Mr.

Deepanshu

Goel

Managing

Director

24.01.2014

06777690

Mrs. Sarika
Goel

Executive

Director

24.01.2014

10342805

Mr. Gaurav
Arora

Non- Executive
Non-

Independent

Director

06.10.2023

08142779

Mr. Nikhil
Rungta

Independent

Director

16.10.2023

10342806

Mr. Puneet
Sharma

Independent

Director

16.10.2023

Mr. Sanjay
sakalley

Chief

Executive

Officer

28.09.2023

Mr. Pulkit
Agrawal

Chief Finance
officer

24.05.2024

Mrs. Puja
Arora
Mehrotra

Company

Secretary

06.03.2024

Change In Directors / Key Managerial
Personnel During The Year

During the year, there was no change in the
composition of the Board of Directors of the
Company. Flowever, Mr. Pulkit Agarwal, Key
Managerial Personnel (KMP), was appointed as
the Chief Financial Officer (CFO) of the
Company with effect from May 24, 2024.
Further, Mr. Flemant Upadhya has been re¬
designated from the position of CFO to Senior
Finance Manager w.e.f May 24, 2024.

15. Retirement By Rotation

Pursuant to Section 149(13) of the Companies
Act, 2013, the independent directors are not
liable to retire by rotation. Further Section
152(6) of the Companies Act, 2013 stipulates
that 2/3rd of the total number of directors of
the public company should be liable to retire by
rotation and out of such directors, 1 /3rd should
retire by rotation at every Annual General
Meetina of the comoanv.

To meet the requirement of provisions of
Section 152(6) of the Companies Act, 2013 Mr.
Gaurav Arora (DIN: 10342805) Non- Executive
Non-Independent Director will be retiring by
rotation at the ensuing 11th Annual General
Meeting and being eligible, offers himself for re¬
appointment. The Board recommends his re¬
appointment to the Board of Directors of the
Company at the ensuing 11th Annual General
Meeting.

A resolution seeking Shareholders' approval for
his re-appointment along with other required
details forms part of the Notice.

16.Statement On Declaration Given By
Independent Directors

All Independent Directors have given
declarations under Section 149(7) of the
Companies Act, 2013 that they meet the criteria
of Independence as laid down under section
149(6) of the Companies Act, 2013 and Rules
made thereunder to be read with SEBI (Listing
Obligation & Disclosure Requirement)
Regulation, 201 5. Further, in the opinion of the
Board, the Independent Directors also possess
the attributes of integrity, expertise and
experience as required to be disclosed under
Rule 8(5) (iiia), of the Companies (Accounts)
Rules, 2014.

17.Opinion Of The Board With Regard
To Integrity, Expertise And
Experience (Including The

Proficiency) Of Independent

Directors:

The Board of Directors of our Company are of
the opinion that the Independent Directors of
the Company are persons of integrity and
possess the relevant expertise, appropriate
skills, experience and knowledge in one or more
fields like accounts, finance, audit, information
technology, general administration, business
strategy, investment banking and Company
Law.

Pursuant to the requirements of Section 150 of
the Companies Act, 2013 read with Rules 6(1),
6(2) & 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, all the
Independent Directors of the Company have
registered their names in the Data Bank
maintained by the Indian Institute of Corporate
Affairs, Manesar ("I ICA") and will comply with
Rule 6(4) of the Companies (Appointment and
Qualification of Directors) Rules, 2014
regarding passing of online proficiency self-
assessment test conducted by IICA within the
prescribed time.

18. Familiarization Programme For
Independent Directors

Pursuant to the provisions of Regulation 25(7)
of Listing Regulations, 2015, the Board has
framed a policy to familiarize Independent
Directors about the Company. The same can
be assessed at

httDs://creativearaDhics.net.in/home/wD-
content/loads/2024/03/7.-Policv-for-
Familiarisation-Programme-for-independent-
Directors.pdf

19. Independent Directors' Meeting

As per Schedule IV of the Companies Act, 2013
and the Rules framed thereunder read with
Regulation 25 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015, the Independent Directors of the
Company shall hold at least one meeting in a
year, without the attendance of Non-
Independent Directors. At such meetings, the
Independent Directors shall (i) review the
performance of Non-Independent Directors and
the Board as a whole, (ii) review the
performance of Chairman of the Company
after taking into account views of Executives
and Non-Executive Directors and (iii) assess
the quality, quantity and timeliness of flow of
information between the Company's
management and the Board that is necessary
for the Board to effectively and reasonably
perform their duties.

During the year under review, meeting of the
Independent Directors of the Company was
held on 29th March, 2025. All the Independent
Directors were present at the said meeting.

20. Annual Return

The information required pursuant to the
provisions of Section 134 (3) (a) and Section 92
(3) of the Companies Act, 2013 read with Rule
12 of Companies (Management and
Administration) Rules, 2014. The Annual Return
for the financial year ended on March 31st,
2025 will be available on the website of the
Company after Conclusion of the AGM at below
mentioned link:

(https://creativearaphics.net.in/home/annual-
return/
1

21. Number Of Meetings Of The Board
Of Directors

During the year 2024-2025, The Board of
Directors duly met 7 (Seven) times in respect of
which proper notices were given and the
proceedings were properly recorded and signed
in the Minutes Book maintained for the
purpose. Flowever, the Board has not passed
any circular resolution.

The Board met 7 (Seven) times in the Financial
Year 2024-2025 viz.05.04.2024, 05.04.2024,

24.05.2024, 28.08.2024, 04.10.2024,

08.11.2024 and 10.02.2025. The intervening
gap between the meetings was within the
period prescribed under the Companies Act,
2013, Secretarial Standards-1 issued by
Institute of Company Secretaries of India (ICSI)
on Meeting of the Board of Directors.

22. Number Of Meetings Of The
Shareholders

a) Annual General Meeting: The 10th AGM of
the Company was held on September 27,
2024 for the FY 2024-2025.

b) Postal Ballot during the financial year
2024-2025: During the year under review,
the Board of Directors had sought approval
of the Shareholders of the Company
through Postal Ballot process pursuant to
the provisions of Sections 108 & 110 of the
Act read with Rule 20 & 22 of the
Companies (Management and
Administration) Rules, 2014 (as amended)
and Regulation 44 of the Listing
Regulations, w.r.t. Variation in the objects
of the Initial Public Issue (IPO) as stated in
the Prospectus of the Company dated April
5, 2024 and such resolution moved by the
Company had been approved with requisite
majority by the members as on November
7, 2024. Detailed voting results along with
scrutinizer report has already been
uploaded on the website of the company at
httDsV/creativegraDhics.grouD/

23.Secretarial Standards

The Company is in with the applicable
Secretarial Standards i.e. SS-1 and SS-2,
relating to 'Meetings of the Board of Directors'
and 'General Meetings', respectively issued by
the Institute of Company Secretaries of India
('ICSI') and approved by the Central
Government under Section 118 (10) of the Act
for the Financial Year ended 2024-2025.

24.Annual Secretarial Compliance
Report

The Annual Secretarial Compliance Report, as
required under Regulation 24A of the SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing
Regulations”) read with SEBI Circular No.:
CIR/CFD/CMD1/27/2019 dated 8th February,
2019, is not applicable to our Company due to
the exemption provided under Regulation 1 5(2)
of SEBI Listing Regulations. The shares of the
Company are listed on SME Emerge Platform
of National Stock Exchange of India Limited.

25. Corporate Governance Report

The Corporate Governance Report, as required
under Regulation 34(3) read with Schedule V of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing
Regulations”) is not applicable to our Company
due to the exemption provided under
Regulation 15(2) of SEBI Listing Regulations.
The shares of the Company are listed on SME
Emerge Platform of National Stock Exchange
of India Limited.

26. Audit Committee

The Audit Committee of the Company is
constituted in line with the provisions of section
177 of the Companies Act, 2013 to be read with
Regulation 18 of the SEBI (Listing Obligation &
Disclosure Requirement) Regulation, 2015.

Composition of Audit Committee as on 31st
March, 2025 as follows:

Name of the
Director

Position held in
the Committee

Category of Director

Mr. Nikhil
Rungta

Chairperson

independent Director

Mr. Puneet
Sharma

Member

independent Director

Mrs. Sarika
Goel

Member

Executive Director

Company Secretary & Compliance Officer of the
Company acts as Secretary to the Committee

Meetings of Audit Committee

During the financial year ended 31st March,
2025, the Audit Committee met Five (05) times
i.e. on 24.05.2024, 20.07.2024, 04.10.2024,

08.11.2024 and 10.02.2025. The maximum gap
between two meetings was not more than 120
days. The requisite quorum was present at all
the Meetings.

27. Nomination & Remuneration

Committee

The Nomination & Remuneration Committee of
the Company is constituted in line with the
provisions of Section 178 of the Companies
Act, 2013 to be read with Regulation 19 of the
SEBI (Listing Obligation &Disclosure
Requirement) Regulation, 2015.

The Composition of Nomination and

Remuneration Committee as on 31st March,
2025 as follows:

Name of the
Director

Position held in
the Committee

Category of Director

Mr. Puneet
Sharma

Chairperson

independent Director

Mr. Nikhil
Rungta

Member

independent Director

Mr. Gaurav
Arora

Member

Non-Executive

Director

Company Secretary & Compliance Officer of the
Company acts as Secretary to the Committee.

Meetings of Nomination and Remuneration
Committee

During the financial year ended 31st March,
2025, the Nomination and Remuneration
Committee met two (02) times i.e. on

24.05.2024 and 28.08.2024. The maximum gap
between two meetings was not more than 120
days. The requisite quorum was present at all
the Meetings.

28. Stakeholders' Relationship

Committee

The Stakeholders' Relationship Committee of
the Company is constituted in line with the
provisions of section 178 of the Companies
Act, 2013 to be read with Regulation 20 of the
SEBI (Listing Obligation & Disclosure
Requirement) Requlation, 2015.

The Composition of Stakeholders' Relationship
Committee as on 31 st March, 2025 as follows:

Name of the
Director

Position held in
the Committee

Category of Director

Mr. Puneet
Sharma

Chairperson

independent Director

Mr. Nikhil
Rungta

Member

independent Director

Mr. Gaurav

Member

Non-Executive

Company Secretary & Compliance Officer of the
Company acts as Secretary to the Committee.

Meetings of Stakeholders' Relationship
Committee

During the financial year ended 31st March,
2025, the Stakeholders' Relationship
Committee met four (04) times i.e. on

24.05.2024, 20.07.2024, 08.11.2024 and

10.02.2025. The maximum gap between two
meetings was not more than 120 days. The
requisite quorum was present at all the
Meetings.

29. Vigil Mechanism

The Vigil Mechanism is part of Audit
Committee of the Company, which is
constituted in line with the provisions of
Section 177 of the Companies Act, 2013 to be
read with Regulation 18 & 22 of the SEBI
(Listing Obligation & Disclosure Requirement)
Regulation, 2015.

30. Board Annual Evaluation

The provisions of Section 134(3)(p) of the
Companies Act, 2013 read with SEBI (Listing
Obligations & Disclosure Requirements)
Regulations, 2015 mandate that a Formal
Annual Evaluation is to be made by the Board
of its own performance and that of its
Committee and individual Directors. Schedule
IV of the Companies Act, 2013 states that
performance evaluation of the Independent
Director shall be done by Directors excluding
the Director being evaluated.

The Board carried out a formal annual
performance evaluation as per the criteria/
framework laid down by the Nomination &
Remuneration Committee of the company and
adopted by the Board. The evaluation was
carried out through a structured evaluation
process to judge the performance of individual
Directors including the Chairperson of the
Board. They were evaluated on parameters
such as their education, knowledge, experience,
expertise, skills, behavior, leadership qualities,
level of engagement & contribution,
independence of judgment, decision making
ability for safeguarding the interest of the
Company, stakeholders and its shareholders.

The performance evaluation of the Independent
Directors was carried out by the entire Board
except the participation of concerned
Independent Director whose evaluation was to
be done. The performance evaluation of the
Chairperson and the Non-Independent
Directors was carried out by the Independent
Directors. The Board was satisfied with the
evaluation process and approved the
evaluation results thereof.

31 .Statutory Auditor

The term of the statutory auditor, M/s. Yogesh
Kansal & Company, Chartered Accountants,
(Firm Registration No. 507136C), completed
their second term of five consecutive years as
the Statutory Auditors of the company at the
conclusion of 11thAGM of the Company to be
held for financial year ending March 2025.
Flowever, they have finalized and signed the
financial statements for the year ended 31st
March 2025.

Further, M/s RCA AND CO. LLP Chartered
Accountants, (Firm Registration No.
011602N/N500350), recommended by Board
and audit committee and subject to the
approval of members in the ensuring AGM for a
term of five consecutive years.

This appointment will be effective from the
conclusion of the 11th Annual General
Meeting and will continue until the conclusion
of the 16th Annual General Meeting of the

Company, which is scheduled to be held in the
financial year ending 31 st March 2030.

The Statutory Auditors have confirmed their
eligibility and gualifications reguired under
Sections 139, 141 and other applicable
provisions, if any, of the Companies Act, 2013
and Rules framed thereunder (including any
statutory modification(s) or re-enactment(s)
thereof for the time being in force).

32. Explanation Or Comments By The
Board On Every Qualification Or
Adverse Remark By Auditor's In
Audit Report

The Auditors' Report for the financial year
ended 31st March, 2025 does not contain any
gualification, reservations or adverse remark.
As regards the comments made in the
Auditors' Report, the Board is of the opinion
that they are self-explanatory and does not
reguire further clarification.

33.Secretarial Auditor

Pursuant to the provision of Section 204 of the
Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rule, 2014, the Company has
appointed M/s. L R & Associates, Company
Secretaries to undertake Secretarial Audit of
the Company for the Financial Year 2024-2025.
The Secretarial Audit was conducted by Ms. CS
Riya Luthra, Company Secretary, and the report
thereon is annexed herewith as "Annexure-B
and form part of this report.”

34. Internal Audit & Controls

Pursuant to the provisions of Section 138 of
the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, On 28th May, 2025 the
Board of Directors of the Company has
appointed M/s. Gupta Sudhir Kumar & Co.
Chartered Accountant as the Internal Auditors
of the Company for the financial year 2025-
2026.

During the year, the Company implemented
their suggestions and recommendations to
improve the control environment. Their scope
of work includes review of processes for
safeguarding the assets of the Company,
review of operational efficiency, effectiveness
of systems and processes, and assessing the
internal control strengths in all areas.

35. Cost Auditor

Your directors hereby inform you that the
Company does not fall under the criteria as
specified under Section 148 (1) of Companies
Act, 2013 read with Companies (Cost Record
and Audit) Rules, 2018 for maintenance of cost
accounts. Therefore, the Company is not
reguired to maintain the cost records in respect
of its products/service. Therefore, no
reguirement of Appointment of Cost Auditor
arises.

36. Reporting Of Frauds

There was no instance of fraud during the year
under review, which reguired the Statutory
Auditors, Secretarial auditor or Internal auditor
to report to the Audit Committee and / or Board
under Section 143 (12) of the Act and Rules
framed thereunder.

37. Particular Of Loans, Guarantees Or
Investments Under Section 186 Of
The Companies Act, 2013

Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of
the Act are given in the notes to Financial
Statements forming part of the Annual Report.

38. Particular Of Contracts Or
Arrangements With Related
Parties

Disclosures for the related party transactions
as per the Section 188 Companies Act, 2013
and relevant provisions and SEBI (Listing
Obligations and Disclosure Reguirements)
Regulations, 2015 during the financial year
ended March 31, 2025 isn't reguired, being no
material related party transactions. Suitable
disclosure as reguired by the Indian Accounting
Standards has been made in the notes to the
Financial Statements.

During the financial year 2024-25, the Company
has not entered into any
contracts/arrangements/transactions with
related parties which could be considered
material in accordance with the Company's
Policy on Materiality of Related Party
Transactions. All the transactions made on
arm's length basis are being reported in Form
No.AOC-2 in terms of Section 134 of the
Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 is annexed
as "Annexure-C” and form part of this report.

39. Policy For Determining Material
Subsidiary

The Company has a Policy for determining
Material Subsidiary in line with the
reguirements of Regulations 16(1 )(c) and 24 of
the SEBI (Listing Obligations and Disclosure
Reguirements) Regulations,2015. The said
policy is available on the website of the
Company and can be accessed at
https://creativegraphics.group/

40.Details Of Material Changes And
Commitments Affecting The
Financial Position Of The Company
Which Have Occurred Between
The End Of The Financial Year Of
The Company To Which The
Financial Statements Relate And
The Date Of The Report, If Any

No material changes and commitments
affecting the financial position of the Company
occurred between the end of financial year to
which this financial statement relates and the
date of this Report.

41.Significant And Material Orders
Passed By Regulators Or Courts Or
Tribunals Impacting The Going
Concern Status And Company's
Operations In Future

To the best of the Management's knowledge,
there has been no material order passed by any
regulator or Court or Tribunal impacting the
Going Concern status of the Company's
operations.

42. Details Of Difference Between
Amount Of The Valuation Done At
The Time Of One Time Settlement
And The Valuation Done While
Taking Loan From The Banks Or
Financial Institutions Along With
The Reasons Thereof

During the year under review, there has been no
one time settlement of loan taken from Bank &
Financial Institution.

43.Conservation Of Energy, Technology Absorption & Foreign Exchange Earnings
And Out-go

The requisite information with regard to conservation of energy, technology absorption, and foreign
exchange earnings and outgo, in terms of Section 134(3)(m) of the Companies Act, 2013, read with
Companies (Accounts) Rules, 2014 is given below:

Conservation of energy

1.

the steps taken or impact on conservation of energy

We have undertaken several measures to conserve energy, including
adopting energy-efficient technologies and optimizing production
processes to reduce our carbon footprint, investments in UV LED
lighting and automation have significantly improved energy efficiency
across our facilities. As part of the flexographic printing industry,
which supports sustainability, we use technology that allows printing
on recyclable mono-layer substrates. Additionally, aligned with circular
economy principles, we recycle 80% of solvents and treat chemicals
in-house, minimizing waste and environmental impact.

2.

the steps taken by the company for utilizing
alternate sources of energy

The company is actively exploring alternative energy sources to
improve energy efficiency and reduce dependence on conventional
power. This includes conducting feasibility studies for solar
installations, evaluating renewable energy options, and considering
third-party green energy procurement.

3.

the capital investment on energy conservation
equipment

The company has allocated capital for the installation of energy-
efficient equipment, including new air conditioners and HVAC
systems. We are also evaluating further investments in advanced
lighting systems and planning energy audits to identify additional
opportunities for energy conservation. Additionally, funds are being
considered for renewable energy installations and green energy
procurement.

Technology absorption

1.

the efforts made towards technology absorption

The company has taken steps to enhance technology absorption by
introducing Shine LED lamp kits to improve energy efficiency. The
Automation Engine has been introduced to streamline and automate
flexographic prepress workflows, enhancing productivity and
consistency. Additionally, SAP has been rolled out in our subsidiary to
streamline operations and strengthen data management. We
continue to evaluate and adopt modern technologies that support
operational excellence and sustainability.

2.

the benefits derived like product improvement, cost
reduction, product development or import
substitution

The company has derived multiple benefits through its initiatives,
including improved product consistency and higher throughput.
Energy-efficient upgrades have led to significant energy savings and
reduced use of replacement parts and consumables. Retrofitting into
existing machines has optimized costs, while automated quality
checks have minimized errors. Additionally, manpower utilization has
improved, and printing and cutting processes have been optimized for
better efficiency and output.

3.

in case of imported technology (imported during the
last three years reckoned from the beginning of the
financial year)

The company has been consistently expanding its integration of high-
quality imported technologies, adding a new machine or product
almost every year. Recently, the Kodak Flexcel NX Wide 5080 System
was imported to strengthen our flexographic capabilities. This
advanced system supports high-quality printing, enhances production
efficiency, and aligns with our focus on innovation and performance

4.

the details of technology imported

The imported technology offers a 10% increase in production capacity
and the ability to handle larger plate sizes, enabling greater
operational flexibility, it also reduces material wastage and consumes
20% less power compared to previous-generation technology,
contributing to both cost savings and sustainabilitv.

5.

the year of import

2024

6.

whether the technology been fully absorbed

Yes

7.

if not fully absorbed, areas where absorption has
not taken place, and the reasons thereof; and

NA

8.

the expenditure incurred on Research and
Development

The company continues to invest in research and development to
drive innovation in energy conservation and technology absorption.

Foreign exchange earnings and Outgo

1.

The Foreign Exchange earned in terms of actual
inflows during the year

99,462 USD

2.

The Foreign Exchange outgo during the year in
terms of actual outflows

4,00,180 USD

44. Risk Management

The provisions of SEBI Regulations for
formation of Risk Management Committee are
not applicable to the Company. However, as per
section 134 (3) (n) of Companies Act 2013, the
company regularly maintains a proper check in
normal course of its business regarding risk
management. Currently, the company does not
identify any element of risk which may threaten
the existence of the company

45. Corporate Social Responsibility
Initiatives

The Company has framed a Policy on
Corporate Social Responsibility pursuant to
Section 135 of the Companies Act, 2013 read
with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and can be
accessed at https://creativegraphics.group/

The Annual Report on Company's CSR
activities of the Company as per the
Companies (Corporate Social Responsibility
Policy) Rules, 2014 is annexed as "Annexure-D”
and forms part of this report.

46.Vigil Mechanism / Whistle Blower
Policy

The Vigil Mechanism Policy of the Company is
constituted in line with the provisions of section
177 of the Companies Act, 2013 to be read with
Regulation 22 of the SEBI (Listing Obligation &
Disclosure Requirement) Regulation, 201 5. The
Company promotes ethical behavior in all its
business activities. Towards this, the Company
has adopted a Policy on Vigil Mechanism and
whistle blower policy. Protected disclosures
can be made by a whistle blower through an e-
mail or a letter to the Compliance Officer or the
Senior HR Manager or to the Chairperson of the
Audit Committee.

The Audit Committee also reviews
complaints/issues (if any) raised through Vigil
Mechanism or by any Whistle blower on a
quarterly basis. The whistle blower policy is
uploaded on the website of the Company and
can be accessed at

httDsV/creativearaDhics.arouD/

During the year under review, no protected
disclosure concerning any reportable matter in
accordance with the Vigil Mechanism and
Whistle Blower Policy of the Company was
received by the Company.

47. Prevention Of Sexual Harassment
At Workplace

The Company has complied with the provision
relating to the constitution of Internal
Committee under POSH, 2013. In the Board
Meeting held on 28th December, 2024 the
Company had reconstituted the Internal
Committee.

During the year under review, no complaint
pertaining to sexual harassment at work place
has been received by the Company.

48. Compliance With The Maternity
Benefit Act, 1961

The Company has complied with the provisions
of the Maternity Benefit Act, 1961, including all
applicable amendments and rules framed
thereunder. The Company is committed to
ensuring a safe, inclusive, and supportive
workplace for women employees. All eligible
women employees are provided with maternity
benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity
leave, nursing breaks, and protection from
dismissal during maternity leave.

The Company also ensures that no
discrimination is made in recruitment or service
conditions on the grounds of maternity.
Necessary internal systems and HR policies are
in place to uphold the spirit and letter of the
legislation.

49. Gender-wise Composition Of
Employees

In alignment with the principles of diversity,
eguity, and inclusion (DEI), the Company
discloses below the gender composition of its
workforce as on the March 31, 2025.

Male Employees: 374 employees
Female Employees: 45 employees
Transgender Employees: NIL

This disclosure reinforces the Company's
efforts to promote an inclusive workplace
culture and egual opportunity for all individuals,
regardless of gender.

50. Dividend Distribution Policy

The reguirements of formulation of Dividend
Distribution Policy as mentioned under
Regulation 43A of the SEBI (Listing Obligations
and Disclosure Reguirements) Regulations,
2015 is not applicable to our Company as our
Company does not fall under top 1000 listed
Companies based on market capitalization as
of 31st March, 2025.

51. Business Responsibility And
Sustainability Report:

The Business Responsibility and Sustainability
Report, as per Regulation 34(2)(f) of the SEBI
(Listing Obligations and Disclosure
Reguirements) Regulations, 2015, is not
applicable to our Company as our Company
does not fall under top 1000 listed Companies
on the basis of market capitalization as of 31 st
March, 2025.

52. Internal Control Systems And Their
Adequacy

The Company has a robust and comprehensive
Internal Financial Control system
commensurate with the size, scale and
complexity of its operation. The system
encompasses the major processes to ensure
reliability of financial reporting, compliance with
policies, procedures, laws, and regulations,
safeguarding of assets and economical and
efficient use of resources.

The Company has performed an evaluation and
made an assessment of the adeguacy and the
effectiveness of the Company's Internal
Financial Control System. The Statutory
Auditors of the Company have also reviewed
the Internal Financial Control system
implemented by the Company on the financial
reporting and in their opinion, the Company
has, in all material respects, adeguate Internal
Financial Control system over Financial
Reporting and such Controls over Financial
Reporting were operating effectively as on 31 st
March, 2025 based on the internal control over
financial reporting criteria established by the
Company.

The policies and procedures adopted by the
Company ensures the orderly and efficient
conduct of its business and adherence to the
company's policies, prevention and detection of
frauds and errors, accuracy & completeness of
the records and the timely preparation of
reliable financial information.

The Internal auditors continuously monitor the
efficacy of internal controls with the objective
of providing to the Audit Committee and the
Board, an independent, objective and
reasonable assurance on the adeguacy and
effectiveness of the organisation's risk
management with regard to the internal control
framework.

Audit committee meets regularly to review
reports submitted by the Internal Auditors. The
Audit Committee also meet the Company's
Statutory Auditors to ascertain their views on
the financial statements, including the financial
reporting system and compliance to
accounting policies and procedures followed by
the Company.

53. Personnel Relations

Your Directors hereby place on record their
appreciation for the services rendered by
executives, staff and other workers of the
Company for their hard work, dedication and
commitment.

During the year under review, relations between
the Employees and the Management continued
to remain cordial.

54. Particulars Of Employees

The Particulars of remuneration of Employees
during the year 2023-24 pursuant to the
provisions of Section 197 of Companies
Act,2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is disclosed as an
"Annexure-E” and forms part of this Report.

Disclosure as per Rule 5(2) & 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 Disclosure
of Top Ten Employees in terms of
remuneration drawn and the name of every
employee is given in "Annexure-F” and forms
part of this Report.

The remuneration paid to all Key Managerial
Personnel was in accordance with the
remuneration policy as adopted by the
company.

55. Remuneration Policy Of Directors
And Key Managerial Personnel

The Board on the recommendation of
Nomination &Remuneration Committee framed
a policy for selection and appointment of
Directors, Senior Management Personnel and
fixation of their remuneration thereof. The
Policy contains, inter-alia, directors'
appointment and remuneration including
criteria for determining gualifications, positive
attributes, independence of a Director, etc. The
same can be accessed at
https://creativegraphics.group/

56. Annual Listing Fees / Charges

The shares of the Company are presently listed
at NSE Emerge. All statutory dues including
Annual Listing Fees for the Financial Year 2025-
2026 has been paid by the Company.

62. Disclosure Of Statement Of Deviation(s) Or Variation(s) Under Regulation 32 Of
SEBI (Listing Obligations And Disclosure Requirements), Regulations, 2015

The Company raised funds through an Initial Public Offer (IPO) on April 9, 2024, with the eguity shares
listed on the NSE EMERGE Platform of the National Stock Exchange of India Ltd. The proceeds from the
aforesaid issue are being utilized for the purposes for which they were raised, in accordance with the
terms of the issue.

The obiects of the issue and the utilization of the net proceeds are as follows:

S.No

Particulars of Object

Proposed Utilization
of Proceeds as per
Prospectus

Amount Actually
Utilized by the
Company

Balance Amount
Available for
Utilization

1

To meet out the working capital requirements of
our company "Creative graphics”;

1,500.00

500.00

1,000.00

2

Repayment/prepayment, in part or full, of certain of
our borrowings;

1,100.00

1,079.86

20.14

3

To meet out the capital expenditure of our
company "Creative graphics”;

1,000.00

0.00

1,000.00

4

To meet out the inorganic growth through
unidentified acquisition for company;

500.00

0.00

500.00

5

General Corporate Expenses

860.35

849.27

11.08

6

Fund utilized for meetinq IPO Expenses

479.65

479.65

0.00

Total

5,440.00

2,908.78

2,531.22

However, the Board of Directors proposes to deploy the unutilized amount for the working capital
reguirements of a wholly owned subsidiary, Wahren India, which is growing at a much higher rate
compared to the holding company. The company proposes to deploy the remaining net proceeds as
follows:

Particular

Amount to funded from

Estimated Deployment

Net Proceeds

FY 2025

FY 2026

To meet out the working capital requirements of our
company "Wahren”

2,531.22

2,531.22

0.00

Further, the Board of Directors sought the approval of the shareholders of the Company through a Postal
Ballot process. The notice, dated October 4, 2024, proposed the following resolution:

• Variation in the objects of the Initial Public Offer (IPO) as stated in the Prospectus of the Company
dated April 5, 2024.

The resolution was passed with the reguisite majority by the shareholders as on November 7,2024.

57. Code Of Conduct As Per SEBI
(LODR) Regulations, 2015

The Board of Directors has framed a Code of
Conduct for all Board Members and Senior
Management Personnel as per Regulation
17(5) of SEBI (Listing Obligations and
Disclosure Reguirements), Regulations, 2015.
Additionally, all Independent Directors of the
company shall be bound by duties of
Independent Directors as set out in Companies
Act, 2013 to be read with SEBI Listing
Regulations, 201 5.

58. Code Of Conduct As Per SEBI
(Prevention Of Insider Trading)
Regulations, 2015

The Board of Directors has laid down the Code
of Practices and Procedures for Fair
Disclosures of Unpublished Price Sensitive
Information as per Regulation 8(1) of SEBI
(Prevention of Insider Trading) Regulations,
2015 & Code of Conduct to Regulate, Monitor
and Report trading by the Designated Persons
as per Regulation 9(1) of SEBI (Prevention of
Insidpr Tradinnl Rpm ilatinns 2015

All Board Members, Key Managerial Personnel
and Senior Management Personnel have
affirmed compliance with the Code of Conduct.

59. Disclosure Of Credit Rating

Disclosure of Credit Rating is not applicable on
the company during the year 2024-2025.

60. Scores

SEBI processes investor complaints in a
centralized web-based complaints redressal
system i.e. SCORES. Through this system a
shareholder can lodge complaint against a
company for his grievance. The company
uploads the action taken on the complaint
which can be viewed by the shareholder. The
company and shareholder can seek and
provide Clarifications online through SEBI.

61. Investor Grievance Redressal

During the financial year 2024-2025, there were
no complaints received from the investors. The
designated email id for Investor complaints is
cs@creativegraphics.net.in.

63. Director's Responsibility

Statement

In terms of Section 134(5) of the Companies

Act 2013, the Directors, would like to state as

follows:

a) In the preparation of the Annual Accounts,
the applicable accounting standards have
been followed along with proper
explanation relating to material departures;

b) the Directors had selected such accounting
policies and applied them consistently and
made judgments & estimates that are
reasonable and prudent so as to give a true
& fair view of the state of affairs of the
company at the end of the financial year
and of the profit & loss of the Company for
that period;

c) The Directors had taken proper & sufficient
care for the maintenance of adeguate
accounting records in accordance with the
provisions of this act for safeguarding the
assets of the company and for preventing
& detecting fraud & other irregularities;

d) The Directors had prepared the Annual
Accounts on a going concern basis;

e) The Directors had laid down Internal
Financial Controls to be followed by the
Company and such controls are adeguate
and are operating effectively;

f) The Directors had devised proper systems
to ensure compliance with the provisions
of all applicable laws and that such
systems were adeguate and operating
effectively.

64. General

The Board of Directors state that no disclosure
or reporting is reguired in respect of the
following matters as there were no
transactions or applicability pertaining to these
matters during the year under review:

a) Issue of eguity shares with differential
rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat eguity
shares and Employees' Stock Options
Schemes) to employees of the Company
under any scheme.

c) Fraud reported by the Auditors to the Audit
Committee or the Board of Directors of the
Company.

d) Scheme of provision of money for the
purchase of its own shares by employees
or by trustees for the benefit of employees.

e) Payment of remuneration or commission
from any of its holding or subsidiary
companies to the Managing Director of the
Company.

65. Green Initiatives

In commitment to keeping in line with the Green Initiative and going beyond it to create new green
initiations, an electronic copy of the Notice of the 11th Annual General Meeting of the Company along
with a copy of the Annual Report is being sent to all Members whose email addresses are registered with
the Company/ Depository Participant(s) and will is also available at the Company's website at
https://creativearaphics.group/

66. Acknowledgement

It is our strong belief that caring for our business constituents has ensured our success in the past and
will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to
the company by its bankers, financial institutions, and government as well as non-government agencies.
The Board wishes to place on record its appreciation to the contribution made by employees of the
company during the year under review.

The Company has achieved impressive growth through the competence, hard work, solidarity,
cooperation and support of employees at all levels. Your directors give their sincere gratitude to the
customers, clients, vendors and other business associates for their continued support in the Company's
growth.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and
support received from its valued shareholders.

For and on behalf of the Board
For Creative Graphics Solutions India Limited

Date: 26th August, 2025
Place: Noida

Deepanshu Goel Sarika Goel

Managing Director Executive Director

DIN: 03118826 DIN: 06777690