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
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