Directors Report of Creative Graphics Solutions India Ltd.

Mar 31, 2025

Your Director''s take pleasure in presenting the 11^th 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 31^st 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 28^th 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
[email protected].

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

---

Mar 31, 2024

Your Directors take pleasure in presenting the 10th Annual Report on the operational and financial performance of Creative Graphics Solutions India Limited, formerly known Creative Graphics Solutions India Private Limited ("the Company") together with the Audited Financial Statements for the financial year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS- AT A GLANCE Overall Performance of your Company

Your company showed improved performance in Financial Year 2023-2024 as the Net profits of your Company, on standalone basis, has gone up from Rs. 8,64,15,000/- in the Financial Year 2022-2023 to Rs. 10,53,33,000/- in the Financial Year 2023-2024. The net Profits of your Company, on consolidated basis, has gone up from Rs. 8,64,15,000/- in the Financial Year 2022-2023 to 10,80,65,000/- in the Financial Year 2023-2024.

The Company''s financial performance for the year ended March 31, 2024 is summarized below:

PARTICULARS	Standalone		Consolidated
	2023-2024	2022-2023	2023-2024	2022-2023
Income from Business Operations	9,22,101	9,01,356	13,15,880	9,01,356
Other Income	33,094	16,479	38,893	16,479
Total Income	9,55,195	9,17,835	13,54,773	9,17,834
Less: Expenditure except Depreciation	7,81,418	7,67,717	11,64,134	7,67,717
Profit/Loss before Depreciation and Tax	1,73,777	1,50,117	1,90,639	1,50,117
Less: Depreciation	31,090	30,305	44,375	30,305
Profit/Loss before Tax	1,42,687	1,19,812	1,46,264	1,19,812
Less: Tax Expense	43,072	32,597	43,077	32,597
Add: Deferred Tax Asset	5,718	-800	4,876	-800
Add: MAT Credit Entitlement	0.00	0.00	0.00	0.00
Less: Prior Period Taxes	0.00	0.00	0.00	0.00
Net Profit/ Loss after tax	1,05,333	86,415	1,08,063	86,415
Add: Other Comprehensive Income	0.00	0.00	0.00	0.00
Net Profit/Loss for the period	1,05,333	86,415	1,08,063	86,415
Earnings per share:
Basic	12	115	13	115
Diluted	12	115	13	115

2. RESULTS OF OPERATIONS & STATE OF COMPANY''S AFFAIRS UNDER SECTION 134(3)(i) OF THE COMPANIES ACT, 2013

During the year under review, the total revenue from operations was Rs. 92,21,01,000/- on standalone basis as compared to the last year''s revenue 90,13,56,000/- on standalone basis. Earning before Tax (EBT) for the period is Rs. 14,26,87,000/- as compared to Rs. 11,98,12,000/-of last fiscal. Earning after Tax (EAT), on standalone basis, stood at Rs. 10,53,33,000/- as compared to Rs.8,64,15,000 /- of last fiscal and EPS stood at Rs 12.00 as compared to Rs. 115.00 of last financial year.

The Profit after Tax of your Company, on consolidated basis, has gone up from Rs. 8,64,15,000/- in the Financial Year 2022-2023 to Rs. 10,80,65,000/- in the Financial Year 2023-2024 and EPS, on consolidated basis, stood at Rs. 115 as compared to Rs. 13 of last financial year.

3. DIVIDEND UNDER SECTION 134(3)(k) OF THE COMPANIES ACT, 2013

With a view to conserve the resources for future prospect and growth of the Company, the Board of Directors of the Company have not recommended any dividend on equity shares for the financial year ended 31st March, 2024.

4. INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs (MCA), Standalone as well as Consolidated Financial Statements of the Company for the Financial Year 2023-24 have been prepared as per IND AS requirements.

5. TRANSFER TO RESERVE UNDER SECTION 134(3)(j) OF THE COMPANIES ACT, 2013

The Board proposes no amount to transfer to the reserves and no amount is proposed to be retained in surplus.

6. SHARE CAPITAL

AUTHORIZED SHARE CAPITAL

As on 31st March, 2024, 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

The Issued, Subscribed and Paid-Up Equity Share Capital of the Company as on 31st March, 2024 stands at Rs. 17,88,60,000/ - divided into 1,78,86,000 Equity Shares of Rs. 10/- each.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

CHANGES IN SHARE CAPITAL DURING THE YEAR:

During the year under review:

(a) At Extra Ordinary General Meeting (EOGM) held on 6th October, 2023, the Company increased its authorized Capital from Rs. 1,50,00,000/- (One Crore fifty lakh) divided into 15,00,000 (Fifteen Lakh) Equity shares of Rs. 10/- each to Rs.

25.00. 00.000/- (Twenty-Five Crore) divided into

2.50.00. 000/- (Two Crore Fifty Lakhs) of Rs.10/-each by creation of 2,35,00,000 (Two Crore Thirty-Five Lakh) new equity shares of Rs. 10/- each ranking Pari passu with the existing shares of the Company.

(b) The Company has allotted 7,50,000 Bonus Equity Shares of face value of Rs.10 per equity share in the ratio of 1:1 i.e. for every one equity share held, one bonus equity shares were allotted on 19th May, 2023

(c) The Company has allotted 1,26,000 Equity Shares of face value of Rs.10 per equity share including Rs. 590/- premium through Private Placement on 26th Oct, 2023

(d) The Company has allotted 1,62,60,000 Bonus Equity Shares of face value of Rs.10 per equity share in the ratio of 10:1 i.e. for every one equity share held, ten bonus equity shares were allotted on 26th Oct, 2023.

7. DEMATERIALISATION OF EQUITY SHARES:

As on 31st March, 2024, 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.

8. CHANGE OF NAME:

Consequent upon the conversion of the Company from private limited company into public limited company, the name of the Company has been changed to "Creative Graphics Solutions India Limited" with effect from 24th August, 2023 and fresh Certificate of Incorporation dated 24th August, 2023 has also been issued by the Registrar of Companies, Delhi.

9. CHANGE IN NATURE OF BUSINESS:

During the year under review, the Company has passed Special Resolutions at the Extra Ordinary General Meeting of members of the Company held on 4th August, 2023 for approval of the conversion of Private Limited Company into a Public Limited Company, Alteration of Name Clause, Object Clause & Liability Clause and adoption of new set of Articles of Association in the interest of the Company and its stakeholders.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend as company has not declared any dividend in the past, so the provisions of Section 125 of the Companies Act, 2013 do not apply on the 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, 2024.

12. SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY

The Company has acquired 10,000 equity shares of M/s. Wahren India Private Limited, constituting 100% of the total paid-up equity share capital on 30th September, 2023.

The Company has acquired 10,000 equity shares of M/s. Creative Graphics Premedia Private Limited, constituting 100% of the total paid-up equity share capital on 30th September, 2023.

Accordingly, M/s. Wahren India Private Limited and M/s. Creative Graphics Premedia Private Limited has become two wholly owned Subsidiaries Company of the Company with effect from 30th September, 2023 within the meaning of Section 2(87) 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-I" and forms part of this report.

13. REVISION OF FINANCIAL STATEMENT

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

14. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report, on the Company''s current working and future outlook, as required under Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in a separate section and forms an integral part of this Report and is annexed as Annexure - II.

15. 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.

16. 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 15(2) of SEBI Listing Regulations. The shares of the Company are listed on SME Emerge Platform of National Stock Exchange of India Limited.

17. ANNUAL RETURN UNDER SECTION 134(3)(a) OF THE COMPANIES ACT,2013

As required under Section 134(3)(a) of the Companies Act, 2013 the Annual Return for the financial year ended on 31st March 2024 in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is put on the Company''s website and can be accessed at https://creativegraphics.net.in/home/annual-re-turn/

18. 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, 2024, 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 Composition as on 31st March, 2024:

DIN	Name of Directors	Designation
03118826	Mr. Deepanshu Goel	Managing Director
06777690	Mrs. Sarika Goel	Executive Director
10342805	Mr. Gaurav Arora	NonExecutive & NonIndependent Director
08142779	Mr. Nikhil Rungta	Independent Director
10342806	Mr. Puneet Sharma	Independent Director

Change In Directors /Key Managerial Personnel During the Year

The details about the changes in Directors or Key Managerial Personnel by way of Appointment, Re-designation, Resignation, Death, Dis-qualifica-tion, variation made or withdrawn etc. are as follows:

Sl. No.	Name	Designa tion	Appoint ment	Resigna tion
1	Mr. Deepanshu Goel*	Managing Director	30.09.2023
2	Mr. Tanul Goel	Director	17.07.2023	07.10.2023
3	Mr. Gaurav Arora	Director	06.10.2023
4	Mr. Nikhil Rungta	Independent Director	16.10.2023
5	Mr. Puneet Sharma	Independent Director	16.10.2023
6	Mr. Hemant Upadhyay	Chief Financial Officer	28.09.2023	24.05.2024
7	Mr. Sanjay Sakalley	Chief Executive Officer	28.09.2023
8	Mr. Rohit Srivastava	Company Secretary & Compliance Officer	11.09.2023	26.02.2024
9	Ms. Puja Arora Mehrotra	Company Secretary & Compliance Officer	06.03.2024
10	Mr. Pulkit Agrawal	Chief Financial Officer	24.05.2024

* Re-designated pursuant to the special resolutions passed by the members of the Company at their Annual General Meeting held on 30.09.2023.

The Board places on record its appreciation for the services rendered by Mr. Rohit Srivastava who resigned from the office of Company Secretary & Compliance officer. The composition of the Board of Directors of the Company is in compliance with the applicable norms.

19. 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 Meeting of the company.

Mrs. Sarika Goel (DIN: 06777690) Director will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment to the Board of Directors the Company at the ensuing Annual General Meeting (AGM).

The details of Directors being recommended for appointment / re-appointment as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is contained in the accompanying Notice convening ensuing Annual General Meeting of the Company.

20. BOARD MEETINGS HELD DURING THE YEAR UNDER REVIEW:

The Board meets at regular intervals to discuss and decide on Company / Business policies and strategies apart from other regular Board meetings agendas. Agenda along with Notes on Agenda and Agenda papers are circulated to the Directors, in advance, for facilitating meaningful and focused discussions at the meeting. During the Financial Year ended 31st March, 2024, the Board of Directors of the Company met twenty-five (25) times i.e. on

24.04.2023, 24.04.2024, 13.05.2023,19.05.2023,

13.07.2023, 14.07.2023, 17.07.2023, 27.07.2023,

31.07.2023, 10.08.2023, 29.08.2023, 02.09.2023,

05.09.2023, 28.09.2023, 02.10.2023, 07.10.2023,

17.10.2023, 26.10.2023, 26.10.2023, 27.10.2023,

12.02.2024, 20.02.2024, 05.03.2024, 06.03.2024,

19.03.2024, The maximum gap between two meetings was not more than 120 days. The requisite quorum was present at all the Meetings.

21. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT, 2013

The Company has received the Declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 read with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

22. 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 ("IICA") 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.

23. 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 https://creativegraphics.net.in/home/wp-con-tent/loads/2024/03/7.-Policy-for-Familiarisation-Pr ogramme-for-Independent-Directors.pdf

24. 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 23th March, 2024. All the Independent Directors were present at the said meeting.

25. ANNUAL PERFORMANCE EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee of the Company to formulate a process for evaluating the performance of Directors, Committees of the Board and the Board as a whole.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the process for evaluation of the performance of the Board of Directors as a whole, its Committees and Individual Directors was initiated by the Nomination and Remuneration Committee.

The Board has carried out the performance evaluation of its own, individual directors and its Committees including Chairman of the Board on the basis of attendance, contribution, experience, expertise, performance of specific duties & obligations and various criteria as recommended by the Nomination and Remuneration Committee of the Company and has also evaluated the fulfillment of independence criteria of the Independent Directors as specified under Section 149(6) of the Companies Act, 2013 and under Regulation 25(8) of the SEBI Listing Regulations and their independence from the management. The Directors expressed their satisfaction over the evaluation process.

The Board evaluation was conducted through questionnaire having qualitative parameters and feedback based on ratings

26. COMMITTEES OF THE BOARD:

The Board Committees are formed with the approval of Board of Directors of the Company ("Board") for dealing with specific areas and activities. These Committees have their respective Charters and play an important role in the overall management and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform their duties entrusted by the Board.

The Board of Directors of the Company has constituted the following Committees:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders Relationship Committee

A. AUDIT COMMITTEE:

In compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted the Audit Committee of the Company on 26th October, 2023

The composition of Audit Committee is in alignment with the provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on 31st March, 2024, the Audit Committee comprised of 3 Directors, out of which 2 are Independent Directors. All the Members of the Committee are well qualified, experienced and possesses required knowledge of accounts, finance and other comparable experience and background. The Company Secretary of the Company acts as the Secretary to the Committee.

Composition of Audit Committee as on 31st March, 2024:

Name ot Committee Members	Designation	Category ot Director
Mr. Nikhil Rungta	Chairperson	Independent Director
Mr. Puneet	Member	Independent
Sharma		Director
Mrs. Sarika	Member	Executive
Goel		Director

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

During the financial year ended 31st March, 2024, the Audit Committee met Two (02) times i.e. on 15th November, 2023 & 5th March, 2024. The maximum gap between two meetings was not more than 120 days. The requisite quorum was present at all the Meetings:

The Terms of Reference of the Audit Committee are broadly as follows:

1. Oversight of the listed entity''s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditor;

4. Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

a. matters required to be included in the director''s responsibility statement to be included in the board''s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b. changes, if any, in accounting policies and practices and reasons for the same;

c. major accounting entries involving estimates based on the exercise of judg ment by management;

d. significant adjustments made in the financial statements arising out of audit findings;

e. compliance with listing and other legal requirements relating to financial statements;

f. disclosure of any related party transactions;

g. modified opinion(s) in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency, monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditor''s independence & performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up thereon;

15. Reviewing the findings of any internal investigation by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the whistle blower mechanism;

19. Approval of appointment of chief financial officer after assessing the qualification, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

The audit committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the audit committee), submitted by the management;

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

6. Statement of deviations:

a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b) Annual statement of funds utilized for purposes other than those stated in the offer document/pro-spectus/notice in terms of Regulation 32(7).

Audit& other duties

1. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

2. Discussion with internal auditors of any significant findings and follow up there on.

3. Review and recommend to the Board the appointment/re-appointment of the Statutory Auditors and Internal Auditors considering their independence and effectiveness and their replacement and removal.

4. To recommend to the Board the remuneration of the Statutory Auditors and internal auditors.

5. To grant approval for related party transactions which are in the ordinary course of business and on an arm''s length pricing basis and to review and approve such transactions subject to the approval of the Board.

B. NOMINATION & REMUNERATION COMMITTEE:

In compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company ("Board") has constituted the Nomination and Remuneration Committee of the Company on 26th October, 2023.

The composition of Nomination and remuneration Committee is in alignment with the provisions of Section 178 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on 31st March, 2024, the Nomination and remuneration Committee comprised of 3 Directors, out of which 2 are Independent Directors.

Nomination and Remuneration Policy:

In accordance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors of the Company has adopted the Nomination and Remuneration Policy (the "Policy") on the recommendations of the Nomination and Remuneration Committee of the Board. The Policy, inter alia, provides guidelines for the appointment, removal and remuneration of the Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

The said policy can be downloaded from the

weblink:https://creativegraphics.net.in-

/home/wp-content/up-

loads/2024/03/10.-Policy-on-Nomination-Remuner

ation.pdf

Composition of Nomination and Remuneration Committee as on 31st March, 2024:

Name of Committee Members	Designation	Category of Director
Mr. Puneet	Chairperson	Independent
Sharma		Director
Mr. Nikhil	Member	Independent
Rungta		Director
Mr. Gaurav	Member	Non-
Arora		Executive Director

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

The Nomination and Remuneration Committee is responsible for evaluating the balance of skills, experience, independence, diversity and knowledge on the Board and for drawing up selection criteria, ongoing succession planning and appointment procedures for both internal and external appointments.

Meetings of Committee:

During the financial year ended 31st March, 2024, the Nomination and Remuneration Committee met one (01) time i.e. on 5th March, 2024. The requisite quorum was present at the Meetings:

The role of Nomination and Remuneration Committee, inter alia, includes:

1) To recommend to the Board of Directors of the Company the appointment and removal of Directors, Key Managerial Personnel and Senior Management Personnel;

2) To recommend to the Board of Directors of the Company the Remuneration payable to the Directors, Key Managerial Personnel and Senior Management Personnel;

To specify the manner for effective evaluation of performance of Board, its Committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency, if any and also to review its implementation and compliance;

To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors of the Company the Policy relating to remuneration for Directors, Key Managerial Personnel and other employees;

5) For every appointment of an Independent Director, the Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board of Directors of the Company for appointment as an Independent Director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

6) To formulate the criteria for evaluation of performance of Independent Directors and the Board of Directors of the Company;

7) To devise a policy on diversity of Board of Directors;

8) Ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

9) Ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

10) Ensure that the remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay, if any, reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;

11) To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal;

12) To ensure that as per the prevailing HR Policy of the Company, there is an appropriate induction program for newly appointed Key Managerial Personnel and Senior Management personnel;

13) To determine whether to extend or continue the term of appointment of the Independent Director on the basis of the report of performance evaluation of Independent Directors;

14) To recommend to the Board of Directors of the Company, all remuneration, in whatever form, payable to Senior Management Personnel;

15) Carrying out any other function as may be required in pursuance of the decision of the Board of Directors of the Company or any provision under the Companies Act, 2013 or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other applicable law.

C. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

In compliance of provisions of Section 178 of Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted Stakeholders Relationship Committee on 26th October, 2023.

As on 31st March, 2024, the Committee comprised of 3 Directors, out of which 2 are Independent Directors.

Composition of Stakeholders Relationship Committee as on 31st March, 2024:

Name of Committee Members	Designation	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 Committee:

During the financial year ended 31st March, 2024, the Stakeholders Relationship Committee met one (01) time i.e. on 23rd March, 2024. The requisite quorum was present at the Meetings:

The role of Stakeholders Relationship Committee, inter alia, includes:

1) To consider and resolve grievances of the security holders of the Company, including complaints related to the transfer / transmission of shares, non-receipt of annual report, non-receipt of declared dividends, general meetings etc.;

2) To review the measures taken for effective exercise of voting rights by shareholders;

3) To review adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;

4) To review various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;

5) To allot the Equity Shares of the Company and to supervise the same as and when applicable;

6) To attend to matters relating to dematerialization / rematerialization of shares and issue of duplicate / new certificates on split / consolidation / renewal and all matters incidental or related thereto;

7) To advise the Board of Directors of the Company on matters incidental or relating to issue of Bonus Shares and Rights Shares, etc.;

8) To attend to matters relating to compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013 and other statutory requirements concerning the interests of shareholders; and

9) To carry out any other function as may be required in pursuance of the decision of the Board of Directors of the Company or any provision under the Companies Act, 2013 or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other applicable law.

Redressal of Investor Grievances:

The Company and its Registrar and Share Transfer Agent addresses the complaints and grievances of its shareholders expeditiously and replies are sent within reasonable/prescribed time. The Company endeavors to implement suggestions as and when received from the investors.

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)

In compliance of provisions of Section 135 of Companies Act, 2013 to be read with Rule 5 of The Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted Corporate Social Responsibility Committee on 26th October, 2023.

As on 31st March, 2024, the Committee comprised of 3 Directors, out of which 2 are Independent Directors.

Composition of Stakeholders Relationship Committee as on 31st March, 2024:

Name of Committee Members	Designation	Category of Director
Mr. Gaurav Arora	Chairperson	Non Executive Director
Mr. Nikhil Rungta	Member	Independent Director
Mr. Puneet Sharma	Member	Independent Director

During the financial year ended 31st March, 2024, the CSR Committee met one (01) time i.e., on 5th March, 2024. The maximum gap between two meetings was not more than 120 days. The requisite quorum was present at all the Meetings:

The role of Corporate Social Responsibility Committee, inter alia, includes

1) Formulate and recommend to the Board, the Co rporate Social Responsibility Policy and the activities to be undertaken by the Company.

2) Recommend the amount of expenditure to be incurred on CSR activities.

3) Monitor the Corporate Social Responsibility Policy from time to time.

4) Monitor the Annual Action Plan and progress of the activities undertaken; including utilization of amounts disbursed, on periodic basis.

5) Review the Impact Assessment reports undertaken through independent agencies and present the same before the Board.

6) Review and recommend to the Board the Business Responsibility Report and the Annual Report on CSR activities which is required to be included in the Boards'' Report of the Company

7) Discharge such duties and functions as indicated in the section 135 of the Companies Act, 2013 and Rules made thereunder from time to time and such other functions as may be delegated to the Committee by the Board from time to time.

8) Take all necessary actions as may be necessary or desirable and also to settle any question or difficulty or doubts that may arise with regards to Corporate Social Responsibility activities/Policy of the Company.

27. 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.

28. BOARD ANNUAL EVALUATION UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013

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 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/frame-work 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 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.

29. STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION, RESERVATION OR ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITOR

M/s. Yogesh Kansal & Company, Chartered Accountants, (Firm Registration No. 507136C) were appointed as Statutory Auditors of the company at

the 6th Annual General Meeting (''AGM'') held on 31st December, 2020, for a period of five years till the conclusion of the 11th AGM. Consequently, M/s. Yogesh Kansal & Company, Chartered Accountants, 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.

The Statutory Auditors have confirmed their eligibility and qualifications required 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).

AUDITORS'' REPORT:

a) The Auditors'' Report for the financial year ended 31st March, 2024 does not contain any qualification, reservations or adverse remark.

b) As regards the comments made in the Auditors'' Report, the Board is of the opinion that they are self-explanatory and does not require further clarification.

B. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Board has appointed Ms. Surbhi Dua, Practicing Company Secretary, Proprietor of M/s. Surbhi Dua & Associates, Company Secretaries, a firm of practicing company secretaries was appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year ended 2023-2024

The Secretarial Audit Report in Form No. MR-3 for the financial year ended 31st March, 2024 forms an integral part of this report and is annexed as Annexure - III.

The Secretarial Audit Report for the financial year ended 31st March, 2024 does not contain any qualifications, reservations or adverse remarks.

C. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, On 05th April, 2024 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 2024-2025.

D. 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 required to maintain the cost records in respect of its products/service. Therefore, no requirement of Appointment of Cost Auditor arises.

30. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

The Statutory Auditors, Secretarial Auditors and Internal Auditors of the Company have not reported any instances of fraud to the Audit Committee or to the Board of Directors of the Company under Section 143(12) of the Companies Act, 2013 including rules made thereunder.

31. 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 can be accessed at https://creativegraphics.net.in/home/wp-con-tent/uploads/2024/04/12.-CSR-Policy.pdf

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-IV" and forms part of this report.

32. 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 Co mpa nies Act, 20 13 a re g ive n in th e notes to Financial Statements forming part of the Annual Report.

33. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPAIES ACT, 2013

During the financial year 2023-2024, 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-V" and forms part of this Report.

The Policy on Related Party Transactions is uploaded on the website of the Company and can be accessed at https://creativegraphics.net.in-/home/wp-content/up -loads/2024/03/5.-Policy-on-Related-Party-Transacti ons.pdf

34. POLICY FOR DETERMINING MATERIAL SUBSIDIARY:

The Company has a Policy for determining Material Subsidiary in line with the requirements of Regulations 16(1)(c) and 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available on the website of the Company and can be accessed at https://crea-tivegraphics.net.in/home/wp-content/up-loads/2024/03/6.-Policy-on-Material-Subsidary.pdf

35. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT, IF ANY UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 23(1) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder read with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the Securities Contracts (Regulation) Rules, 1957, the Board of Directors of the Company, at its meeting held on 7th October, 2023 had proposed the Initial Public Offer not exceeding 64,00,000 Equity Shares in consultation with the Merchant Banker. The members of the Company had also approved the said proposal of Board of Directors at their ExtraOrdinary General Meeting held on 16th October, 2023.

Further, pursuant to the authority granted by the members of the Company, the Board of Directors of the Company had appointed M/s. Corporate Capital Ventures Private Limited, as Lead Manager & Underwriter, M/s. Bigshare Services Private Limited as the Registrar to the Issue & Share Transfers Agent and M/s. S S Corporate Securities Limited as Market Maker for the proposed Public Issue of 64,00,000 Equity Shares of face value of Rs.10 each for cash at an issue price of Rs. 85 per equity share (including a share premium of Rs. 75 per equity share) aggregating to Rs. 5440.00 Lakhs.

The Company had applied to National Stock Exchange of India Limited ("NSE") for In-Principle approval for listing of its equity shares on the Emerge Platform of NSE and the NSE, vide its letter dated 19th March, 2024, has granted its In-Principle Approval for the same to the Company.

Subsequently, the Company had filed Prospectus with the Registrar of Companies on 5th April, 2024. The Public Issue was opened for subscription on Thursday, 28th August, 2024 and closed on Thursday, 4th April, 2024.

The Basis of Allotment was finalized by Company, Registrar to the Issue and Merchant Banker in consultation with the NSE on 5th April, 2024. The Company has applied for listing of its total 64,00,000 equity shares to NSE and received approval of NSE vide its letter dated 08th April, 2024. The trading of equity shares of the Company commenced on 09th April,2024 on NSE. Presently, the Equity Shares of the Company are listed on the SME Emerge Platform of NSE.

36. 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.

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2023-2024 there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

38. 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.

39. 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 the 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 are recycling the chemicals used in our processes to reduce waste and energy consumption. Additionally, we are replacing old air conditioners with new, energy-efficient models to decrease electricity usage. We have also initiated an internal campaign to encourage employees to switch off lights, fans, and air conditioners when not in use, further reducing energy consumption.
2.	the steps taken by the company for utilizing alternate sources of energy	Currently, the company is exploring potential alternative energy sources to enhance energy efficiency and reduce reliance on conventional energy forms. This includes feasibility studies on solar energy installations and other renewable options
3.	the capital investment on energy conservation equipment	The company has allocated funds for the purchase and installation of new, energy-efficient air conditioners and is evaluating further investment in energy conservation equipment, such as advanced lighting systems and energy management software.

	TECHNOLOGY ABSORPTION
1.	the efforts made towards technology absorption	The company has integrated new technologies into its operations to enhance efficiency, reduce energy consumption, and improve overall service quality. These advancements include the adoption of advanced chemical recycling processes and energy- efficient air conditioning systems.
2.	the benefits derived like product improvement, cost reduction, product development or import substitution	The implementation of these technologies has led to significant cost reductions and enhanced environmental sustainability. Additionally, it has decreased the reliance on imported technologies, fostering greater self-reliance
3.	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	Yes
4.	the details of technology imported	The Following Machines were imported by the Company: 1. CDI Crystal 5080 2. Esko CDI Compact Cantilever 3. Solvent Recovery Machine 4. EVO 5 DLF S/N 352.159 (Dry/light Finisher-Cookson) 5. Esko CDI Spark 5080 6. Imaging Engine - CDI Spark 5080 7. Plate Dryer 501D Concept 8. Plate Exposer 501 EC Concept 9. Kongsberg Basic X22 II 10. Air Dryer CS-20 11. Kongsberg Base X22 Edge Cutting M/c 12. Solvent Recycling Plant ASC-500 37W 13. Plate Making Machine (SBR600W)
5.	the year of import	The above-mentioned technology-was imported in the last three financial years (2021-2022 to 2023-2024).
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. Relevant figures will be included in the financial report

	FOREIGN EXCHANGE EARNINGS AND OUTGO
1.	The Foreign Exchange earned
	in terms of actual inflows during the year	Rs. 1,67,24,235.04
2.	The Foreign Exchange outgo
	during the year in terms of actual outflows	Rs. 4,88,33,875.90

Further, there were foreign exchange earnings and outgo during the year under review.

40. RISK MANAGEMENT

The Company has a Risk Management Policy and Procedures for identification, assessment, management, minimization & monitoring of risks and also laid down the procedure to inform the Board members about the risk assessment and minimization procedures. It has identified various potential risks including but not limited to business dynamics, operations, liquidity, market/industry, human resource etc. The Company is periodically reviewing the risks and their identification, assessment, monitoring and mitigation procedures.

The main objective of this Policy is to achieve sustainable business growth with stability and to promote a proactive approach in identifying, reporting, evaluating and resolving the risks associated with the Company''s business which, in the opinion of the Board, may threaten the growth, stability and existence of the Company.

The Risk Management Policy may be accessed on the Company''s website at the link: https://creativ-egraphics.net.in/home/wp-content/up-loads/2024/04/13.-Risk-Management-Policy.pdf

41. 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, 2015. 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 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 https://creativegraphics.net.in-/home/wp-content/up -loads/2024/03/3.-Policy-on-Vigil-Mechanism.pdf

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.

42. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (the ''Act'') and Rules made thereunder, the Company has a policy and framework for employees (all female employees on the rolls of the Company including those on deputation, contract, temporary, part time or working as consultants are covered under this Policy) to report sexual harassment cases at workplace.

The Company has constituted an Internal Complaints Committee to redress complaints relating to sexual harassment. During the year under review, no complaints with allegations of sexual harassment were received by the Company.

43. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report, as per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) 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 31st March, 2024.

44. DIVIDEND DISTRIBUTION POLICY:

The requirements of formulation of Dividend Distribution Policy as mentioned under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) 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, 2024.

45. 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 adequacy 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, adequate Internal Financial Control system over Financial Reporting and such Controls over Financial Reporting were operating effectively as on 31stMarch, 2024 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 adequacy and effectiveness of the organization''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.

46. 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.

47. PARTICULARS OF EMPLOYEES

The Particulars of remuneration of Employees during the year 2023-2024

pursuant to the provisions of Section197, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed as an "Annexure-VI" 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-VII" 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

48. 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 qualifications, positive attributes, independence of a Director, etc. The same can be accessed at https:// creativegraphics.net.in/home/wp-content/up-loads/2024/03/10.-Policy-on-Nomination-Remuner ation.pdf

49. ANNUAL LISTING FEES/CHARGES

The Company''s equity shares are listed on SME Emerge Platform of National Stock Exchange of India Limited ("NSE"). The Company has paid the annual listing fees for the financial year 2024-2025 to NSE within the prescribed time.

50. CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015

The Board of Directors has laid down the code of conduct for all Board Members and members of the Senior Management of the Company. 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, 2015.

51. 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 Insider Trading) Regulations, 2015. All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.

52. DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the Company.

53. 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 adequate 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 adequate 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 adequate and operating effectively.

54. DISCLOSURE OF CREDIT RATING

Disclosure of Credit Rating is not applicable on the company during the year 2023-2024.

55. GENERAL

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

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

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

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

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

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

56. ACKNOWLEDGEMENT

The Board of Directors of the Company place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year under review.

The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, partners, business associates, regulatory and government authorities for their continued support.

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

Date: 28/08/24 Deepanshu Goel Sarika Goel Pl_ace. Delhi Managing Director Executive Director DIN: 03118826 DIN: 06777690