Directors Report of Creative Newtech Ltd.

Mar 31, 2024

The Directors hereby present their Twentieth Annual Report on the performance of the Company together with the Audited Financial Statements for the Financial Year (''FY'') ended March 31, 2024.

1. FINANCIAL RESULTS (Amount in Rs. Lakhs, except EPS)
	Standalone Consolidated
Particulars	FY 2023-24 FY 2022-23 FY 2023-24 FY 2022-23
Revenue from Operations	1,64,605.04	1,34,830.12	1,72,062.35	1,39,275.86
Other Income	2,028.62	949.59	2,028.65	949.59
Total Income	1,66,633.66	1,35,779.71	1,74,091.00	1,40,225.45
Total Expenses	1,62,563.98	1,33,005.24	1,68,268.48	1,36,810.74
Profit before tax and exceptional items	4,069.68	2,774.47	5,822.52	3,414.71
Exceptional and Extraordinary Item	-	-	-	-
Tax Expense	997.40	689.83	997.40	689.83
Profit after Tax for the year	3,072.28	2084.64	4,825.12	2,724.88
Total Other Comprehensive Income for the year	(1.62)	0.82	(1.62)	0.82
Total Comprehensive Income for the year	3,070.66	2,085.46	4,823.50	2,725.70
Net Profit Attributable to Parent Company	-	-	4,404.56	2,460.21
Net Profit Attributable to Non-controlling Interest	-	-	418.94	265.49
Basic EPS (Rs. per share)	22.73	16.54	32.58	19.53
Diluted EPS (Rs. per share)	22.21	16.54	31.85	19.53

2. STATE OF COMPANY''S AFFAIRS

On a standalone basis, revenue from operations for FY 2023-24 was Rs. 1,64,605.04 lakhs, compared to corresponding previous year''s revenue from operations which was Rs. 1,34,830.12 Lakhs. Total revenue was Rs. 1,66,633.66 lakhs in comparison to corresponding previous year''s total revenue of Rs. 1,35,779.71 lakhs. The profit after tax (PAT) for FY 2023-24 and FY 2022-23 was Rs. 3,072.28 lakhs and Rs. 2,084.64 lakhs respectively.

On a consolidated basis, revenue from operations for FY 2023-24 was Rs. 1,72,062.35 lakhs, compared to corresponding previous year''s revenue from operations which was Rs. 1,37,622.23 Lakhs. Total revenue was Rs. 1,39,275.86 lakhs in comparison to corresponding previous year''s total revenue of Rs. 1,40,225.45 lakhs. The profit after tax (PAT) for FY 2023-24 and FY 2022-23 was Rs. 4,825.12 lakhs and Rs. 2,724.88 lakhs respectively.

3. DIVIDEND

During the reviewed period, the Company paid out dividends to all shareholders at a rate of 5% (Re. 50 paisa) per share based on the face value for the financial year ending on March 31, 2023. This dividend was approved by the Company''s members during the Annual General Meeting held on September 25, 2023.

Additionally, recognizing the Company''s financial growth and its positive future outlook, the Board of Directors, in their meeting on May 16, 2024, proposed a final dividend of 5% per share on the face value for the financial year ending on March 31, 2024. This proposal will be presented to the Members for approval at the upcoming Annual General Meeting for the financial year ending on March 31, 2024.

4. DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Board of Directors of the Company has adopted a Dividend Distribution Policy ("Policy") which endeavors for fairness, consistency and sustainability while distributing profits to the shareholders. The Policy can be accessed on the website of the Company at www.creativenewtech.com.

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

The provisions of Section 125(2) of the Companies Act, 2013, do not apply as there was no dividend which were unclaimed or unpaid since last seven years.

6. TRANSFER TO GENERAL RESERVE

The whole profit after tax has been transferred to reserves and surplus - other equity.

7. SHARE CAPITAL

A. Authorised Share Capital:

During the year, Authorized Share Capital of the Company increased from Rs. 14,00,00,000/- (Rupees Fourteen Crore Only) divided into 1,40,00,000 (One Crore and Forty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each vide Ordinary Resolution passed by the Members of the Company at Extra Ordinary General Meeting on July 12, 2023.

B. Issued and Paid up Share Capital and Warrants:

i. On August 14, 2023, Company has issued and allotted 5,80,000 Equity shares having face value of Rs. 10/- each to Sapri Trading DWC LLC via preferential allotment upon Swap of Shares.

ii. On August 14, 2023, Company has issued and allotted 8,68,850 Equity shares having value of Rs. 10/-each via preferential allotment.

iii. On August 14, 2023, Company has issued 9,10,500 Fully convertible warrants to Promoters and Nonpromoters via preferential allotment.

iv. On August 14, 2023, Company has converted 5,000 warrants into the Equity Shares of the company being 100% funds received by warrant holders.

v. On February 13, 2024, Company has converted 2,500 warrants into the Equity Shares of the company being 100% funds received by warrant holders.

vi. On March 18, 2024, Company has issued and allotted 57,325 Equity shares having face value of Rs. 10 each to Mr. Vithalbhai Devjibhai Patel via preferential allotment upon Swap of Shares.

In summary, Paid up share capital on April 01, 2023 was Rs. 12,60,00,000 divided into 1,26,00,000 Equity shares of Rs. 10 each. After considering all the above-mentioned allotment and conversions during the year, the paid up share capital of the Company on March 31, 2024 stands at Rs. 14,11,36,750 divided into 1,41,13,675 Equity shares of Rs. 10 each. Further, Company has 9,03,000 Fully convertible warrants balance to be converted by February 13, 2025.

8. DEPOSITORY SYSTEM

The Company has established agreements with both the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) to facilitate shareholders in maintaining shares in dematerialized form. Additionally, the Company extends the convenience of concurrent dematerialization for physical shares submitted for transfer.

The Board consists of Executive and Non-executive Directors including Independent Directors along with Key Managerial Personnel who have vast experience in the core business activity of the Company. The composition of the Board is in consonance with Corporate Governance norm specified in the SEBI Regulations with the Stock Exchange.

During the year there have been no change in directorship of the Company.

Pursuant to the recommendations of the Nomination and Remuneration Committee (''NRC''), the Board of Directors are proposing following reappointment of Executive and Independent Directors in the meeting held on May 16, 2024, in accordance with the Company''s Articles of Association and Section 149, 161(1) and Section 196 of the Act, subject to approval of shareholders in the upcoming general meeting:

i. Re-appointment of Mr. Vijay Kimatrai Advani (DIN 02009626) as a Whole-time Director of the Company for a period of 5 (five) consecutive years effective from April 01, 2025.

ii. Re-appointment of Mr. Kurian Pallathuseril Chandy (DIN 00855226) as a Non-Executive Independent Director of the Company for a second term of 5(five) consecutive years effective from February 01, 2025.

iii. Re-appointment of Prof. Suresh Bhagavatula (DIN 07475476) as a Non-Executive Independent Director of the Company for a second term of 5(five) consecutive years effective from October 10, 2024.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Ketan Chhaganlal Patel (DIN 00127633) Chairman and Managing Director of the Company, retires by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment.

Further, during the year under review, there is no change in the key managerial personnel of the Company and Mr. Tejas Doshi, Chief Compliance Officer and Company Secretary and Mr. Abhijit Kanvinde, Chief Financial Officer are key managerial personnel of the Company.

Remuneration paid to Executive Directors & KMPs are as follows:
Sr. No.	Name of Director/KMP Designation	Education Qualification	Gross Remuneration Paid per annum for FY 2023-24	Proposed Gross Remuneration Paid per annum for FY 2024-25
1.	Mr. Ketan Patel Chairman and Managing Director	Diploma in Computer Technology	80.96	104.10
2.	Mrs. Purvi Patel Whole-time Director	Diploma in Pharmacy	46.83	69.14
3.	Mr. Vijay Advani Whole-time Director	B. Com	50.28	59.30
4.	Mr. Abhijit Kanvinde Chief Financial Officer	CA, Diploma in Marketing Management, B. Com	37.36	49.31
5.	Mr. Tejas Doshi Chief Compliance Officer and Company Secretary	MBA - Finance (UK), CS, LL.B, B.Com	23.90	33.00
Total			239.33	314.85

In terms of Section 149 of the Act, Mr. Kurian Chandy, Mr. Suresh Bhagavatula, Mr. Mihir Shah and Ms. Prachi Jain are the Independent Directors of the Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the management. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors. Independent Directors are not liable to retire by rotation in terms of Section 149(13) of the Act. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of science and technology, banking, treasury operations, risk management, legal, digitalization, strategy, finance, governance, human resources, safety, sustainability, etc. and that they hold highest standards of integrity.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs (''IICA'') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of banking, finance, treasury operations, risk management, legal, information technology, strategy, governance, human resources, safety, sustainability, etc. and that they hold highest standards of integrity.

Details of Familiarisation Programme for the Independent Directors can be accessed on the website of the Company at www.creativenewtech.com.

10. DISCLOSURES RELATED TO BOARD MEETINGS AND COMMITTEES OF THE BOARD BOARD OF DIRECTORS

During the year under review, 7 (seven) Board Meetings were held, details of which are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

AUDIT COMMITTEE

As on March 31, 2024, the Audit Committee comprised of 4 (four) Members and all of them are Independent Directors of the Company. During the year, Four Meetings of Audit Committee were convened and held and details of which are given in the Corporate Governance Report. Your directors ensures that Audit Committee meets regularly to review reports, including significant audit observations and follow-up actions thereon. During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

As of March 31, 2024, the Nomination and Remuneration Committee consisted of four members, all of whom are Independent Directors of the Company. During the year, one meeting of the Nomination and Remuneration Committee was held, with the details provided in the Corporate Governance Report. The Directors ensure that the Company adheres to a Policy on the Remuneration of Directors and Senior Management Employees. This policy is approved by both the Nomination & Remuneration Committee and the Board. The primary goal of the policy is to ensure that the level and structure of remuneration are fair, adequate, and designed to attract, retain, and motivate Directors, Key Managerial Personnel (KMP), and Senior Management employees.

The policy of the Company on Director''s appointment and remuneration is uploaded on to the Company''s website and the same is available at http://creativenewtech.com/

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

As of March 31, 2024, the Stakeholders'' Relationship Committee consisted of four members, all of whom are Independent Directors of the Company. During the year, One Meeting of Stakeholders'' Relationship Committee was convened and held and details of which are given in the Corporate Governance Report. The role of the Committee is explained in detail in the Corporate Governance Report enclosed herewith. During the year, under review, Company has complied with all compliances as mandated by various government authorities and Company has not received any complaint from its Investor or shareholders or any individuals.

RISK MANAGEMENT COMMITTEE:

As of March 31, 2024, the Risk Management Committee consisted of four members, out of which two are executive directors, one is CFO and one is Independent Director. During the year, the committee held four meetings to identify, evaluate, and prioritize potential risks, ensuring the implementation of effective mitigation strategies. The committee also reviewed and updated the Company''s risk management framework, ensuring alignment with evolving business dynamics and regulatory requirements. Through these efforts, the Risk Management Committee has played a crucial role in safeguarding the Company''s assets, reputation, and long-term growth.

11. PERFORMANCE EVALUATION

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual directors for FY 2023-24 pursuant to the provisions of the Act and Regulation 17(10) of the SEBI LODR Regulations. The evaluation was carried out based on the guidance note on Board Evaluation issued by the Securities and Exchange Board of India.

With a view to maintain high level of confidentiality and ease of doing evaluation, the exercise was carried out through a structured questionnaire. Each Board member filled up the evaluation template on the functioning and overall level of engagement of the Board and its Committees, on parameters such as composition, execution of specific duties, quality, quantity and timeliness of flow of information, deliberations at the meeting, independence of judgement, decision-making, management actions etc. The evaluation templates were structured considering the amendments made under the SEBI LODR Regulations. The Directors were also asked to provide their valuable feedback and suggestions on the overall functioning of the Board and its committees and the areas of improvement.

The Independent Directors also conducted a separate virtual meeting on February 13, 2024, without the participation of any other Director or Key Managerial Personnel, wherein the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated. The Independent Directors were satisfied with the overall functioning of the Board, its various committees and with the performance of other Non-Executive and Executive Directors. They also appreciated the exemplary leadership of Chairman of the Board in upholding and following the highest values and standards of corporate governance.

On the whole, the Board expressed its satisfaction with the evaluation process, which reflects highest degree of engagement of the Board and its Committees with the Management.

12. STATUTORY AUDITORS

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rule, 2014, the members of the Company in its 15th Annual General Meeting held on 23rd September, 2019, approved the appointment of M/s Gupta Raj & Co., Chartered Accountants (ICAI Registration No.001687N) as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 15th Annual General Meeting till the conclusion of 20th Annual General Meeting of the Company. Since the abovesaid term of Auditor is ending with the upcoming Annual General Meeting, Board of Directors have approved and proposed the approval of shareholders for reappointment of Statutory Auditor for another period of 5 years from the conclusion of this Annual General

The Standalone and Consolidated Statutory Auditors'' Report for the financial year ended March 31, 2024 does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act.

There were no instances of fraud reported by the Statutory Auditors during FY 2023-24 in terms of Section 134 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

13. SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. Satyajit Mishra & Co, Company Secretary in Practice (FCS No. 5759, C P No. 4997) as the Secretarial Auditors for conducting Secretarial Audit of the Company for the financial year ended March 31, 2024.

The Secretarial Auditors'' Report does not contain any qualification.

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings as notified under Section 118 of the Act.

14. MAINTAINENCE OF COST RECORDS

The Company is not required to maintain cost records pursuant to Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014.

15. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS

Elaboration on loans, guarantees issued, and investments made in accordance with Section 186 of the Companies Act, as supplemented by the Companies (Meetings of Board and its Powers) Rules, 2014, as of March 31, 2024, is presented within the Notes accompanying the Standalone Financial Statements of the Company. Notably, no guarantees were extended by the Company during the assessed year.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There were no significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company''s operations in future during the financial year.

17. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were in the ordinary course of the business and on an arm''s length basis. The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI Listing Regulations.

There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders'' approval under the SEBI Listing Regulations. The Related Party Transactions are placed before the Audit Committee for prior approval, as required under applicable law. Only those members of the Audit Committee who were Independent Directors approved the same. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis,

specifying the nature and value of the transactions. The Internal Auditors and Statutory Auditors of the company also confirm compliance of Related Party Transactions at quarterly Audit Committee meeting(s) of the Company.

The Company has adopted a policy on materiality of Related Party Transactions. The policy as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company www. creativenewtech.com.

The disclosures on Related Party Transactions pursuant to Regulation 34(3) of SEBI Listing Regulations read with Schedule V thereto are set out in Notes of the Standalone and Consolidated financial statements of the Company.

The Form AOC-2 envisages disclosure of material contracts or arrangements or transactions at arm''s length basis. The details of the material related party transactions on-going and entered during FY 2024, as per the Policy on dealing with related parties adopted by the Company and regulatory requirements are disclosed in ''Annexure - A'' to this Report.

18. MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis as required under the Regulation, 2015 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulation is annexed herewith as ''Annexure - B'' and forms part of the Boards'' Report.

19. Secretarial Audit Report

The report of the Secretarial Auditor is attached as ''Annexure - C'' to this report in Form MR-3

20. CORPORATE GOVERNANCE

A separate report on Corporate Governance is provided together with the Certificate from the Practicing Company Secretary confirming compliance of conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is attached separately as ''Annexure - D'' and forms part of this Annual Report.

21. SUBSIDIARY COMPANIES

As on March 31, 2024, your Company has 3 Subsidiary Companies, Two are based at Hong Kong, namely Creative Peripherals and Distribution Limited (100% wholly owned Subsidiary) and Secure Connection Limited (77.50 % Investment) and One is based at India, namely Creative eCommerce Ventures Private Limited (100% wholly owned Subsidiary).

A statement containing salient features of the subsidiary in the prescribed format of (Form AOC-1) is annexed and marked as ''Annexure - E''.

22. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR):

As of March 31, 2024, the CSR Committee consisted of four members, out of which two are executive directors, and one is Independent Director. During the year under review, 1 (one) meetings of the CSR Committee was held, details of which are provided in the Corporate Governance Report. The CSR Policy is available on the website of the Company at www.creativenewtech.com. During the year under review, there were no instances when the recommendations of the CSR Committee were not accepted by the Board. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR

activities during the year are set out in ''Annexure - F of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

23. INTERNAL FINANCIAL CONTROLS RELATED TO THE FINANCIAL STATEMENTS

The Company had adequate Internal Financial Controls (IFC) which is commensurate to the size and business of the Company and is designed to provide reliable financial information. It provides reasonable assurance with respect to preparation of financial statements in compliance with the Acts, Rules, and Regulations as applicable including Indian Accounting Standards and also reliability of financial reporting. The controls also provide assurance that the expenditures are made in accordance with the authority given to the management of the Company duly approved by the Directors of the Company.

These controls are reviewed by the management and key areas are subject to various statutory, internal and operational audits based on periodic risk assessment. The findings of the audits are discussed with the management and key findings are presented before the Audit Committee and Board of Directors for review of actionable items. The review of the IFC, inter-alia, consists of the three components of internal controls, viz., Entity level controls, Key financial reporting controls and Internal controls in operational areas.

In addition, the Internal Auditor monitors and evaluates the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting and procurement procedures and respective policies. Periodical control report on the same is presented and discussed with the Audit Committee.

Conscious efforts are in place on a continuous basis to ensure that all the assets are safeguarded and protected against loss from unauthorized use and disposal and that all transactions are authorized, recorded and financial statements show a true and fair picture of the state of affairs of the Company. Compliance is in place as regards to applicable statutory and regulatory requirements.

The internal control systems of the Company are monitored and evaluated by Internal and Statutory Auditors and reviewed by Management. Internal Auditors of the Company independently reports key findings on the internal control systems to the Audit Committee.

24. VIGIL MECHANISM

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Company has in place Whistle Blower Policy to encourage all employees or any other person dealing with the Company to disclose any wrong doing that may adversely impact the Company, the Company''s customers, shareholders, employees, investors or the public at large. This policy, inter-alia, also sets forth:

i. Procedures for reporting of questionable auditing accounting, internal control and unjust enrichment matters

ii. Reporting instances of leak or suspected leak of Unpublished Price Sensitive Information and;

iii. An investigative process of reported acts of wrong doing and retaliation from employees, inter-alia, on a confidential and anonymous basis.

The Company remains steadfast in its commitment to uphold the utmost ethical, moral, and legal standards in its business operations. The Vigil Mechanism Policy, which encapsulates these principles, is accessible on the Company''s official website at www.creativenewtech.com

Throughout the reviewed year, there were no instances of complaints filed by any Company employee, nor were any issues reported to the Chairman of the Audit Committee pursuant to the Company''s Vigil Mechanism and Whistleblower Policy.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with requirements, inter-alia, of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainee) are covered under this policy.

During FY 2023-24, no case of sexual harassment has been reported.

26. CONSERVATION OF ENERGY and TECHNOLOGY ABSORPTION:

The information pertaining to conservation of energy and technology absorption as required under the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is given hereunder:

A. Conservation of energy

Your Company is primarily engaged in Marketing and Trading activities and has not consumed energy of any significant level and hence no additional investment is required to be made for reduction of energy consumption. However, the Company will continue with its efforts to conserve the energy.

B. Technology absorption

The Company''s operations do not require significant absorption of technology.

27. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

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

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, includingtheauditofinternalfinancialcontrolsoverfinancialreportingbythestatutoryauditorsandthereviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023-24.

28. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

No material changes have taken Place affecting the financial position of the Company from the date of closure of financial year till the date of signing of this report.

29. ANNUAL RETURN

In accordance with Section 134 (3) (a) and as provided under subsection (3) of Section 92 of the Companies Act, 2013, the Annual Return as on March 31, 2024 is available on the Company''s website on www.creativenewtech. com

30. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

31. HUMAN RESOURCES

Your Company continues to be assured by competence and commitment of the people.

The working climate of your Company continues to remain harmonious with focus on improving Productivity, Quality and Safety. Health and Safety of the employees and its associates we work with remains as our paramount importance. Your Company ensures that operations are carried out as per the safety guidelines and procedures in place which are regularly updated. The Company has 350 employees as on March 31, 2024.

We believe that success of Company depends on the talent and dedication of our employees and we strive to attract, hire, develop and retain outstanding employees. In view of this, we have laid down a comprehensive set of policies aiming at attracting, retaining and motivating employees. We believe significant benefits are realized from having a strong and seasoned management team with many years of experience in technology distribution and related industries. We consider relations with our employees to be good.

Efforts are continuously made to strengthen organizational culture in order to attract and retain best talent in the industry. The Board appreciates the commitment and support of the employees and look forward to their continued support.

32. OTHER DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:

i. the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as on March 31, 2024.

ii. the details of difference between the 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.

iii. No disclosure is required under Section 62(1)(b) of the Act in respect of Employee Stock Option Scheme as the provisions of the said section read with Rules made thereunder are not applicable.

iv. No disclosure is required under Section 67(3)(c) of the Act in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

33. GREEN INITIATIVE

The Ministry of Corporate Affairs (''MCA'') has taken a Green Initiative in Corporate Governance by permitting electronic mode for service of documents to Members after considering relevant provisions of the Information Technology Act, 2000 and Act and Rules made thereunder.

Pursuant to provisions of Act, service of documents to Members can be made by electronic mode on the

email address provided for the purpose of communication. If a Member has not registered an email address, other permitted modes of service would continue to be applicable.

Your Company sincerely appreciates members who have contributed towards furtherance of Green Initiative. We further appeal to other Members to contribute towards furtherance of Green Initiative by opting for electronic communication.

Members who have not provided their email address will continue to receive communications, dissemination, notice(s), documents etc. via permitted mode of service of documents. Further, the Members who request for physical copies, will be provided the same.

34. ACKNOWLEDGEMENT

The Board of Directors extends heartfelt gratitude to our Vendors, Customers, Bankers, the National Stock Exchange, Registrar and Transfer Agent, Merchant Bankers, Depositories, Central and State Governments along with their departments, and local authorities for their unwavering guidance, support, and cooperation. The Company''s success is deeply rooted in a culture of professionalism, creativity, integrity, and continuous improvement across all functions. Efficient utilization of our resources has been key to driving sustainable and profitable growth, and we credit our achievements to the collective efforts of all those involved.

To our valued Shareholders, we express our sincere appreciation for the trust and confidence you have consistently placed in us.

Mar 31, 2023

The Board of Directors is pleased to present the Nineteenth Annual Report, highlighting the Company''s performance for the Financial Year (FY) that concluded on March 31, 2023. This report is accompanied by the Audited Financial Statements.

FINANCIAL HIGHLIGHTS

The highlights of the Financial Results are:

(Amount in Rs. Lakhs, except EPS)
	Standalone		Consolidated
Particulars	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from Operations	1,34,830.12	93,233.59	1,39,275.86	94,704.47
Other Income	949.59	76.49	949.59	76.49
Total Income	1,35,779.71	93,310.08	1,40,225.45	94,781.16
Total Expenses	1,33,005.24	91,010.59	1,36,810.74	92,275.38
Profit before tax and exceptional items	2,774.47	2,299.49	3,414.71	2,505.78
Exceptional and Extraordinary Item	-	12.57	-	12.57
Tax Expense	689.83	568.30	689.83	568.30
Profit after Tax for the year	2084.64	1,718.62	2,724.88	1,924.91
Total Other Comprehensive Income for the year	0.82	0.82	0.82	0.82
Total Comprehensive Income for the year	2,085.46	1,719.44	2,725.70	1,925.73
Net Profit Attributable to Parent Company	-	-	2,460.21	1,599.38
Net Profit Attributable to Non-controlling Interest	-	-	265.49	326.35
Basic EPS (Rs. per share)	16.54	14.32	19.53	13.32
Diluted EPS (Rs. per share)	16.54	13.85	19.53	12.88

DIVIDEND

During the reviewed period, the Company extended Dividend payouts to all shareholders at a rate of 5% per share based on face value for the financial year concluding on March 31, 2022. This dividend distribution was approved and endorsed by the members of the Company during the Annual General Meeting convened on September 29, 2022.

Furthermore, acknowledging the Company''s financial progress and its promising future prospects, the Board of Directors, during their meeting held on August 10, 2023, has proposed a Final Dividend of 5% per share on the face value for the financial year ended on March 31, 2023. This recommendation will be presented for the consideration and approval of the Members in the forthcoming Annual General Meeting scheduled for the financial year ended on March 31, 2023.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Company''s Board of Directors has embraced a Dividend Distribution Policy (''Policy''). This policy is formulated to uphold principles of equity, uniformity, and enduring viability in the allocation of profits to the shareholders. Detailed insights into the Policy can be obtained from the Company''s official website at www.creativenewtech.com.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013, do not apply as there was no dividend which were unclaimed or unpaid since last seven years.

TRANSFER TO GENERAL RESERVE

The whole profit after tax has been transferred to reserves and surplus - other equity.

SHARE CAPITAL

During the year, on 09^th August 2023, with approval of Share Allotment Committee of the Company, 600,000 Fully Convertible Warrants of Rs. 10/- each had been converted into 6,00,000 Equity Shares of Rs. 10/- each.

With the above change, the paid up share capital of the Company as on 31^st March 2023, stands at Rs. 12,60,00,000/- having 1,26,00,000 Equity shares of Rs. 10/- each.

DEPOSITORY SYSTEM

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the recommendations of the Nomination and Remuneration Committee (''NRC''), the Board of Directors made the following appointments during the year under review in accordance with the Company''s Articles of Association and Section 149, 161(1) and Section 196 of the Act:

1. Appointment of Ms. Prachi Jain (DIN 09691107) as a Non Executive Independent Director for a period of 5 (five) consecutive years effective from 29^th July 2022.

2. Re-appointment of Mr. Mihir Shah (DIN: 08000853) as a Non-Executive Independent Director of the Company for a second term of 5(five) consecutive years effective from 29^th July 2022.

The aforesaid appointments were also approved by the members of the Company with requisite majority through resolution passed in the Annual General Meeting held on September 29, 2022.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mrs. Purvi Patel (DIN 02663240) Whole-time Director of the Company, retires by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment.

Further, during the year under review, there is no change in the key managerial personnel of the Company and Tejas Doshi, Chief Compliance Officer and Company Secretary and Mr. Abhijit Kanvinde, Chief Financial Officer are key managerial personnel of the Company.

Remuneration paid to Executive Directors & KMPs are mentioned in Corporate Governance Report annexed with this Directors'' Report.

In terms of Section 149 of the Act, Mr. Kurian Chandy, Mr. Suresh Bhagavatula, Mr. Mihir Shah and Ms. Prachi Jain are the Independent Directors of the Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1Xb) of the SEBI Listing Regulations and are independent of the management. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

BOARD MEETINGS

During the year, Four Meetings of Board of Directors were convened and held and details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

AUDIT COMMITTEE

During the year, Four Meetings of Audit Committee were convened and held and details of which are given in the Corporate Governance Report. Your directors ensures that Audit Committee meets regularly to review reports, including significant audit observations and follow-up actions thereon. During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

During the year, Two Meetings of Nomination and Remuneration Committee was convened and held and details of which are given in the Corporate Governance Report. Your directors ensures that the Company follows a Policy on Remuneration of Directors and Senior Management Employees. The policy shall be approved by the Nomination & Remuneration Committee and the Board. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and Senior Management employees.

The policy of the Company on Director''s appointment and remuneration is uploaded on to the Company''s website and the same is available at http://creativenewtech.com/

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

During the year, One Meeting of Stakeholders'' Relationship Committee was convened and held and details of which are given in the Corporate Governance Report. The role of the Committee is explained in detail in the Corporate Governance Report enclosed herewith. During the year, under review, Company has complied with all compliances as mandated by various government authorities and Company has not received any complaint from its Investor or shareholders or any individuals.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in accordance with the provisions of Section 134 (3) (c) and 134(5) of the Companies Act, 2013:

1. That in preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

2. That the directors had selected such accounting policies and applied consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2023 and the profits of the Company for the year under review;

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the annual accounts for the year ended March 31, 2023, have been prepared on a ''going concern basis.''

5. That proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively.

6. That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

STATUTORY AUDITORS

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rule, 2014, the members of the Company in its 15^th Annual General Meeting held on 23^rd September, 2019, approved the appointment of M/s Gupta Raj & Co., Chartered Accountants (ICAI Registration No.001687N) as the Statutory

Auditors of the Company for a period of 5 years from the conclusion of 15^th Annual General Meeting till the conclusion of 20^th Annual General Meeting of the Company.

As per amendment of Companies Act, 2013, read with Notification no. G.S.R. 432(E) dated 7^th May, 2018 of Ministry of Corporate Affairs, the ratification of appointment of Auditors in every Annual General meeting during term of five years have been dispensed with.

SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. Satyajit Mishra & Co, Company Secretary in Practice (FCS no. 5759, C P No. 4997) as the Secretarial Auditors for conducting Secretarial Audit of your Company for the financial year ended March 31, 2023.

The Secretarial Auditors'' Report does not contain any qualification, reservation or adverse mark and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act.

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings as notified under Section 118 of the Act.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROLS

The Company maintains robust and appropriately tailored internal controls that align with its size and operations, and these controls have remained functional and efficient over the course of the year. The Company has established an Internal Control System that is in accordance with the scope and intricacy of its operations. In addition to the internal audit function conducted in-house, the Company has reinforced its commitment to transparency by appointing M/s Somaiya & Co., Chartered Accountants, Mumbai, as Internal Auditors, as mandated by Section 138 of the Companies Act, 2013. Their role encompasses evaluating the efficacy of the internal control system.

MAINTAINENCE OF COST RECORDS

The Company is not required to maintain cost records pursuant to Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014.

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS

Elaboration on loans, guarantees issued, and investments made in accordance with Section 186 of the Companies Act, as supplemented by the Companies (Meetings of Board and its Powers) Rules, 2014, as of March 31, 2023, is presented within the Notes accompanying the Standalone Financial Statements of the Company. Notably, no guarantees were extended by the Company during the assessed year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

Throughout the financial year, no noteworthy or substantial orders were issued by any regulatory authority, court, or tribunal that bear implications on the Company''s operational continuity or its conduct.

PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

In the course of the year, the Internal Complaints Committee (under the Sexual Harassment Policy) convened and conducted two meetings. The particulars of these meetings are elaborated upon in the Corporate Governance Report. The Company upholds a comprehensive Policy titled "Prevention of Sexual Harassment of Women at Workplace," which encompasses all facets as stipulated within ''The Sexual Harassment of Women at Workplace (Prohibition, Prevention, and Redressal) Act, 2013.'' The Board affirms that throughout the reviewed period, no instances were reported or registered under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

VIGIL MECHANISM

(i) Procedures for reporting of questionable auditing accounting, internal control and unjust enrichment matters

(ii) Reporting instances of leak or suspected leak of Unpublished Price Sensitive Information and;

(iii) An investigative process of reported acts of wrong doing and retaliation from employees, inter-alia, on a confidential and anonymous basis.

PERFORMANCE EVALUATION

In compliance with the provisions of the Act and Regulation 17(10) of the SEBI Listing Regulations, the assessment of the performance of the Board, its committees, and individual Directors for the financial year 2022-23 was conducted internally.

To maintain a heightened level of confidentiality and facilitate a streamlined evaluation process, a structured questionnaire was employed. Each Board member completed the evaluation template, which encompassed aspects related to the efficacy and overall engagement of the Board and its Committees. Parameters included the composition of the entities, execution of specific responsibilities, adequacy and promptness of information flow, depth of discussions during meetings, independence in judgment,

decision-making, management actions, and more. The evaluation templates were formulated in line with the alterations introduced under the SEBI Listing Regulations. Directors were also invited to offer their invaluable insights and recommendations regarding the overall performance of the Board, its committees, and avenues for enhancement.

Additionally, the Independent Directors convened a virtual meeting on February 11, 2023, exclusive of the participation of any other Director or Key Managerial Personnel, to review the performance evaluation of Non-Independent Directors and the entire Board of Directors, including the Chairman. This review took into consideration the perspectives of both Executive and Non-Executive Directors.

The Independent Directors expressed contentment with the overall functioning of the Board, its assorted committees, and the performance of fellow Non-Executive and Executive Directors. They acknowledged the commendable leadership exhibited by the Chairman of the Board in upholding and adhering to the highest standards of corporate governance.

In sum, the Board conveyed its satisfaction with the assessment process, underscoring an elevated level of engagement between the Board, its committees, and the Management.

FAMILIARIZATION PROGRAMME

The orientation program is designed to furnish Independent Directors with a comprehensive understanding of various facets, encompassing the industry landscape, socio-economic context within which the Company functions, the intricacies of the business model, the Company''s operational and financial achievements, and noteworthy advancements. The objective of this initiative is to empower Independent Directors to make judicious and timely decisions. Additionally, the program serves as a platform for updating Directors on their roles, obligations, entitlements, and responsibilities under diverse legislations and statutory provisions.

HUMAN RESOURCESA. Employee Relations

B. Trade Relations

This accord incorporates novel elements such as introducing wide range of products, nurturing healthy competition, giving pocket friendly credit cycles, timely clearance of dues, easy accessibility to product heads, etc. Your Company will continue in its endeavour to build and nurture strong links with trade allies, based on mutuality, respect and co-operation with each other and with consistent

consumer interest.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is given hereunder:

A. Conservation of energy

B. Technology absorption

The Company''s operations do not require significant absorption of technology.

HUMAN RESOURCES

Your Company continues to be assured by competence and commitment of the people.

The working climate of your Company continues to remain harmonious with focus on improving Productivity, Quality and Safety. Health and Safety of the employees and our associates we work with remains as our paramount importance. Your Company ensures that operations are carried out as per the safety guidelines and procedures in place which are regularly updated. The Company has 300 employees as on March 31, 2023.

INTERNAL FINANCIAL CONTROLS RELATED TO THE FINANCIAL STATEMENTS

The Company had adequate Internal Financial Controls which is commensurate to the size and business of the Company and is designed to provide reliable financial information. It provides reasonable assurance with respect to preparation of financial statements in compliance with the Acts, Rules and Regulations as applicable including Indian Accounting Standards and also reliability of financial reporting. The controls also provide assurance that the expenditures are made in accordance with the authority given to the management of the Company duly approved by the Directors of the Company.

with the Audit Committee.

OTHER POLICIES UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

In accordance with the provisions of Regulations 30 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has formed policy for determination of materiality for disclosures of events or information. The same has been hosted on the website of the Company at the www.creativenewtech.com.

MATERIAL CHANGES AND COMMITMENTS

No material changes have taken Place affecting the financial position of the Company from the date of closure of financial year till the date of signing of this report.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134 (3) (a) and as provided under subsection (3) of Section 92 of the Companies Act, 2013. The Annual Return as on March 31, 2023 is available on the Company''s website on www.creativenewtech.com.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were in the ordinary course of the business and on an arm''s length basis. The Company has entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI Listing Regulations.

There were materially significant Related Party Transactions made by the Company during the year that required shareholders'' approval under the SEBI Listing Regulations. The Related Party Transactions are placed before the Audit Committee for prior approval, as required under applicable law. Only those members of the Audit Committee who were Independent Directors approved the same. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly

basis, specifying the nature and value of the transactions. The Internal Auditors and Statutory Auditors of the company also confirm compliance of Related Party Transactions at quarterly Audit Committee meeting(s) of the Company.

The Form AOC-2 envisages disclosure of material contracts or arrangements or transactions at arm''s length basis. The details of the material related party transactions on-going and entered during FY 2023, as per the Policy on dealing with related parties adopted by the Company and regulatory requirements are disclosed in Annexure - A to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis as required under the Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulation is annexed herewith as Annexure - B and forms part of the Boards'' Report.

SECRETARIAL AUDIT

The Board of Directors have appointed M/s. Satyajit Mishra & Co., Practising Company Secretary, Mumbai, to conduct Secretarial Audit for the financial year 2022-23 under Section 204 of the Companies Act, 2013 and as part of good corporate governance and transparency. The Secretarial Audit Report in form MR-3, for the financial year 2022-23, forms part of the Directors'' Report as Annexure -C. Further the Comments on the Secretarial Audit Reports are self-explanatory.

CORPORATE GOVERNANCE

SUBSIDIARY COMPANIES

Your Company has 3 Subsidiary Companies, Two are based at Hong Kong, namely Creative Peripherals and Distribution Limited (100% wholly owned Subsidiary) and Secure Connection Limited (52.50 % Investment) and One is based at India, namely Creative eCommerce Ventures Private Limited (100% wholly owned Subsidiary).

A statement containing salient features of the subsidiary in the prescribed format of (Form AOC-1) is annexed and marked as Annexure - E.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has the policy of giving back to the society and has carried a host of CSR activities this year. In line with the requirement of Section 135 of the Companies Act, 2013, your Company having a Corporate Social Responsibility Committee. The details of Committee are provided in Corporate Governance Report. The CSR Policy of the Company is available on its website at www.creativenewtech. com.

During the year, the Company has spent Rs. 33,50,000/- on CSR activities as annexed herewith Annexure - F to this report. A detailed discussion on CSR Projects and initiatives are included as a separate section in the Annual Report.

GREEN INITIATIVE

The Ministry of Corporate Affairs (''MCA'') has taken a Green Initiative in Corporate Governance by permitting electronic mode for service of documents to members after considering relevant provisions of the Information Technology Act, 2000 and Act and Rules made thereunder.

Pursuant to provisions of Act, service of documents to Members can be made by electronic mode on the email address provided for the purpose of communication. If a member has not registered an email address, other permitted modes of service would continue to be applicable.

Members who have not provided their email address will continue to receive communications, dissemination, notice(s), documents etc. via permitted mode of service of documents. Further, the members who request for physical copies, will be provided the same.

OTHER DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:

i. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as on March 31, 2023.

ii. The details of difference between the 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.

iii. No disclosure is required under Section 62(1)(b) of the Act in respect of Employee Stock Option Scheme as the provisions of the said section read with Rule made thereunder are not applicable.

APPRECIATION

Your directors are thankful to the Vendors, Customers, Bankers, National Stock Exchange, Registrar and Transfer Agent, Merchant Bankers, Depositories, Central and State governments together with their departments, the local authorities for their continued guidance, support and co-operation. Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilisation of the Company''s resources for sustainable and profitable growth. To them goes the credit for all of the Company''s achievements.

And to you, our Shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

Mar 31, 2018

The Directors have pleasure in presenting the Fourteenth Annual Report on business and operations along with the Audited Financial Statements for the year ended March 31,2018.

WHERE WE ARE AND WHERE WE WANTTO BE

Founded in 1992, your Company was originally incorporated on September 22,2004 as a Private Limited Company completed its 26 years of journey. Today we are market entry and penetration specialist in the categories of IT, Imaging, Lifestyle and Security Products. Information Technology lies at the core of your Company''s business. The sector has stayed indomitable over the last twenty six years since it emerged after the Government liberalized the Indian economy. It prompted and shaped industrial growth and transformed the lifestyle of the average Indian by successfully changing his notion of a luxury item to one of necessity.

The objective of your Company is to have a sustainable development by staying connected to its roots. Currently, the Company is operating nationwide through its branches, warehouses and service centres. Our strategy is to optimize our core technology solutions business while expanding and investing in higher margin advanced and specialty solutions and high value services. Over last couple of years, we have plugged gaps in our operating model and intend to continue doing so with the objective of cement out reputation as a one-stop shop. CPDL is a broad based distribution model which is based on multiple products and multiple brand strategy. The focus is to capture a considerable market share in each of the product categories that will help in its offerings to channel partners and also spread its market risks arising out of fluctuations in the market share of various brands besides helping it to achieve economies of scale.

Our vision is to become world class distributor and the Board is of firm belief that our value added approach with vendors, resellers and industry at large shall enable your Company to meet its goal.

Our company subsequently converted into a Public Limited Company in January 31,2017. Later, In the beginning of this year, on April 11,2017, Company has introduced Book Build Issue IPO in NSE SME Exchange with issue size of 18,00,000 Equity shares of Rs. 10 each with aggregating up to Rs. 13,50,00,000/- with issue price of Rs. 75 per share with market lot of 1600 shares in one lot.

FINANCIAL HIGHLIGHTS

The highlights of the Financial Results are:

(Amount in Rs.)

Particulars	March 31,2018	March 31,2017
Revenue from Operations and Other Income	2,50,95,84,028	2,12,01,22,461
Less: Expenses	2,46,61,48,786	2,09,90,42,420
Profit Before Tax	4,34,35,242	2,10,80,041
Less: Exceptional Items	NIL	NIL
Less: Extraordinary Items	NIL	NIL
Less: Tax Expenses	1,45,58,465	76,80,860
Profit after Tax	2,88,76,777	1,33,99,181
Balance brought forward	7,56,02,655	8,22,05,654
Amount available for Appropriation	10,44,79,432	9,56,04,835
Add: Share Premium against issue of Shares	11,70,00,000	-
Less: Income Tax for earlier periods	-	2,180
Less: Bonus Shares issued	-	2,00,00,000
Balance carried to Balance Sheet	22,14,79,432	7,56,02,655
Earnings per Share (Basic)	5.02	5.75
Earnings per Share (Diluted)	5.02	5.75

BUSINESS PERFORMANCE

The year gone by has been really good. The Company''s revenue increased to Rs. 250,95.84 Lakhs as compared to Rs. 2,12,01.22 Lakhs in the previous year marking an increase by Rs. 3,894.62 Lakhs. The Company''s Net Profit after Tax stood at Rs. 288.76 Lakhs as compared to Rs. 133.99 Lakhs in the previous year registering an increase of by Rs. 154.77 Lakhs.

DIVIDEND

No dividend was declared for the current financial year due to conservation of Profits by the Company. However, after considering financial growth and future prospects of your Company, Board of Directors in their Board Meeting held on 21^st May, 2018, have recommended a Final Dividend of 5% on face value per share for the financial year ending at 31^st March, 2018, subject to approval of shareholders in Annual general meeting to be held for Financial Year 2017-18.

Further, keeping in mind for plough back of profit, your promoter directors, holding 68.95% of overall paid up equity share capital of the Company, have opted out from their rights to receive dividend. So, the above said dividend will be provided to Public Shareholders who hold 31.05% of total paid up equity share capital.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013, do not apply as there was no dividend declared last year.

TRANSFER TO RESERVES

The whole profit after tax has been transferred to Surplus in the Statement of Profit & Loss.

SHARE CAPITAL

At the beginning of the year, the Authorised Share Capital to of the Company was Rs. 8,00,00,000 divided into 80,00,000 Equity Shares of Rs. 10/-which remained same throughout the year.

At the beginning of the year, the Paid up Share Capital of the Company was Rs. 4,00,00,000 divided into 40,00,000 Equity Shares of Rs.10/- each, on April 11,2017, Company has introduced Book Build Issue IPO in NSE SME Exchange with issue size of 18,00,000 Equity shares of Rs. 10 each with aggregating up to Rs. 13,50,00,000/- with issue price of Rs. 75 per share with market lot of 1600 shares in one lot. At the end of year company Paid up Share Capital of the Company was Rs. 5,80,00,000 divided into 58,00,000 Equity Shares of Rs. 10/- each.

DEPOSITORY SYSTEM

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in dematerialized form. The Company also offers simultaneous dematerialisation of the physical shares lodged for transfer.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was changes in Directors and Key Managerial Personnel (KMP) which is tabulated as under:

Sr. No.	Name of Director / Key Managerial Personnel	Particulars of changes towards Appointment / Resignation / Change in Designation	Date
1.	Mr. Nitin Jain	Resignation from Independent Director	03^rd August, 2017
2.	Mr. Ketan Patel	Change in Designation to Chairman and Managing Director	03^rd August, 2017
3.	Mrs. Purvi Patel	Change in Designation to Whole - time Director	03^rd August, 2017
4.	Mr. Vijay Advani	Change in Designation to Whole - time Director	03^rd August, 2017
5.	Mr. Mihir Shah	Appointment as an Additional Independent Director	23^rd November, 2017
6.	Mr. Ansuya Prasad Purohit	Resignation from Chief Financial Officer	03^rd January, 2018
7.	Mr. Abhijit Kanvinde	Appointment as Chief Financial Officer	03^rd January, 2018

REMUNERATION TO EXECUTIVE DIRECTORS AND KEY MANAGERIAL PERSONNEL

Details of Remuneration Paid to Directors and Key Managerial Personnel are mentioned in Annexure - E of Corporate Governance Report, along with, details of proposed revised remuneration for Financial Year 2018-19.

BOARD MEETINGS

During the year, Eight Meetings of Board of Directors were convened and held and details of which are given in the Annexure - E of Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS''RESPONSIBILITY STATEMENT

1. That in preparation of the Annual Accounts for the year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

2. That the directors had selected such accounting policies and applied consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2018 and the profits of the Company for the year under review;

4. That the annual accounts for the year ended March 31, 2018, have been prepared on a ''going concern basis.''

5. That proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively.

6. That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

STATUTORY AUDITORS

M/s. S. K. Thanawala & Co., Chartered Accountants, Mumbai, having ICAI Firm Registration No. 110951W, have been appointed for period of 5 years commencing from 1st April 2015 to 31st March, 2020, within the purview of Sections 139 and 142 of the Companies Act, 2013, subject to ratification by the members in the each Annual General Meeting during this period. Members are requested to appoint the auditors and to fix their remuneration.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROLS

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating effectively throughout the year. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Apart from in-house Internal Audit function, to strengthen and maintain transparency, the Company has also appointed M/s Somaiya & Co., Chartered Accountants, Mumbai, as Internal Auditors of the Company in accordance with Section 138 of the Companies Act, 2013, to examine the effectiveness of internal control system.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI Regulations. Further, The Independent Directors are not liable to retire by rotation.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as Company does not fall under any applicability of the said provisions as per the Companies Act, 2013.

AUDIT COMMITTEE

During the year, Five Meetings of Audit Committee were convened and held and details of which are given in the Corporate Governance Report. Your Directors ensures that Audit Committee meets regularly to review reports, including significant audit observations and follow-up actions thereon. The Audit Committee also meets the Company''s Statutory Auditors to ascertain their views on financial statements, including the financial reporting system, compliance to accounting policies and procedures.

NOMINATION AND REMUNERATION COMMITTEE

During the year, Two Meetings of Nomination and Remuneration Committee were convened and held and details of which are given in the Corporate Governance Report. Your Directors ensures that the Company follows a Policy on Remuneration of Directors and Senior Management Employees. The policy shall be approved by the Nomination & Remuneration Committee and the Board. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and Senior Management employees.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

INSURANCE & RISK MANAGEMENT COMMITTEE

During the year, Four Meeting of Risk Management Committee were convened and held and details of which are given in the Corporate Governance Report. You Director ensures that the assets of the Company are adequately insured against the loss due to fire, theft, riot, earthquake, terrorism, in transit, etc. and such other risks which are considered necessary by the management. Further, the Company identifies and assess key risks and formulate strategies for mitigation of such risks that are identified by the Company.

PREVENTION AND REDRESSALOF SEXUAL HARASSMENT AT WORK PLACE

During the year, Four Meeting of Internal Compliant Committee (under Sexual Harassment Policy) were convened and held and details of which are given in the Corporate Governance Report. The Company has a Policy on "Prevention of Sexual Harassment of Women at Work Place" and matters connected therewith or incidental thereto covering all the aspects as contained under the ''The Sexual Harassment of Women at Work Place (Prohibition, Prevention and Redressal) Act, 2013''. Your Directors state that during the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. The said policy is also available on Company''s website.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or other policies. The policy provides for adequate safeguards against victimization of employees who avail of mechanism and also provides for direct access to the Chairman of the Audit Committee.

It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company''s website.

FAMILIARIZATION PROGRAMME

The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. This programme also seeks to update the Directors on the roles, responsibilities, rights and duties under various Acts and other statutes.

FIXED DEPOSIT

The Company has not accepted the Fixed Deposits and therefore the compliance of the same as per the provisions of the Companies Act, 2013 and rules thereon is not required.

HUMAN RESOURCES

A. Employee Relations

B. Trade Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry. This accord incorporates novel elements such as introducing wide range of products, nurturing healthy competition, giving pocket friendly credit cycles, timely clearance of dues, easy accessibility to product heads, etc. Your Company will continue in its endeavour to build and nurture strong links with trade allies, based on mutuality, respect and co-operation with each other and with consistent consumer interest.

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

A. Conservation of energy

B. Technology absorption

The Company''s operations do not require significant absorption of technology.

C. Foreign Exchange Earnings and Outgo

Particulars	Current Year (in Rs.)	Previous Year (in Rs.)
Foreign Exchange Earnings	40,39,37,020	25,10,94,399
Foreign Exchange Outgo	1,08,68,47,751	75,29,59,340

ABSTRACT OF THE ANNUAL RETURN

In accordance with Section 134 (3) (a) and as provided under subsection (3) of Section 92 of the Companies Act, 2013 an extract of the Annual Return in prescribed form MGT-9 is appended as Annexure-A to the Board''s Report.

RELATED PARTY TRANSACTIONS

During the year, Company has made several related party transactions at arm''s length basis and the particulars of contracts or arrangements entered into by the Company with related parties as referred in sub-section (1) of section 188 of the Companies Act, 2013, in prescribed Form No. AOC-2, is appended as Annexure-B to the Board''s Report.

MANAGEMENT DISCUSSION AND ANALYSIS

SECRETARIAL AU DIT

The Board of Directors have appointed M/s. Satyajit Mishra & Co., Practising Company Secretary, Mumbai, to conduct Secretarial Audit for the financial year 2017-18 under Section 204 of the Companies Act, 2013 as part of good corporate governance and transparency. The Secretarial Audit Report in form MR-3, for the financial year 2017-18, forms part of the Directors'' Report as Annexure-D.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the Listing Regulations. A separate section on corporate governance along with a certificate from the Secretarial Auditor confirming the compliance is annexed as Annexure - E and forms part of this Annual Report.

LOANS, GUARANTEES & INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

MATERIAL CHANGES AND COMMITMENTS

No material changes have taken place affecting the financial position of the Company from the date of closure of financial year till the date of signing of this report.

APPRECIATION

Your Directors are thankful to the Vendors, Customers, Bankers, National Stock Exchange, Registrar and Transfer Agent, Merchant Bankers, Depositories, Central and State governments together with their departments, the local authorities for their continued guidance, support and co-operation. Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilisation of the Company''s resources for sustainable and profitable growth. To them goes the credit for all of the Company''s achievements.

And to you, our Shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

Forand on behalf of the Board of Directors

Creative Peripherals and Distribution Limited

Mr. Ketan Patel

Chairman & Managing Director

DIN 00127633

Date: 21st May, 2018

Place: Mumbai

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