Notes to Accounts of Creative Newtech Ltd.

Mar 31, 2025

k. PROVISIONS AND CONTINGENT LIABILITIES

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a
past event, it is probable that an outflow of resources embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured
at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet date. If
the effect of the time value of money is material, provisions are discounted to reflect its present value using
a current pre-tax rate that reflects the current market assessments of the time value of money and the risks
specific to the obligation. When discounting is used, the increase in the provision due to the passage of time
is recognised as a finance cost.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence
of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events
not wholly within the control of the Company or a present obligation that arises from past events where it is
either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate
of the amount cannot be made. Contingent Assets are neither recoginsed nor disclosed in the standalone
financial statements.

l. REVENUE RECOGNITION

Revenue from sale of goods is recognised when all the significant risks and rewards of ownership in the
goods are transferred to the buyer as per the terms of the contract, there is no continuing managerial
involvement with the goods and the amount of revenue can be measured reliably. The Company retains no
effective control of the goods transferred to a degree usually associated with ownership and no significant
uncertainty exists regarding the amount of the consideration that will be derived from the sale of goods.
Revenue is measured at fair value of the consideration received or receivable, after deduction of any trade
discounts, volume rebates and any taxes or duties collected on behalf of the government which are levied on
sales such as GST etc. No element of financing is deemed present as the Sales made to customers are made
largely with same credit terms to all the customers and depending on the specific terms agreed between
customers.

Export Sales are booked at the rate on the date of transaction and the resultant Gain/ Loss on realization
or on translation is accounted as "Foreign Exchange Rate Fluctuation" and is dealt with in the statement of
Profit and Loss Account.

Export Entitlements are recognised when the right to receive the entitlements is established and there is no
conditions involved where the reversal of entitlements is required. When the export entitlements is received
the same is setoff with the Export Entitlements receivable.

Interest income is recognized using the effective interest rate (EIR) method when it is probable that economic
benefits will flow to the Company and the amount of income can be measured reliably.

Other Income is recognised based on agreements/ arrangements with the customers, if any at the reporting
date and the amount of income can be measured reliably.

Slump Sale is defined as the transfer of one or more undertakings as a result of the sale for a lump sum
consideration without values being assigned to the individual assets and liabilities. The Company last year
had sold "C-kartOnline" Business Division, an online digital B2B E Commerce platform on slump sale basis
and profit earned on this slump sale transaction i.e. Consideration received less amortised cost of assets
and liabilities, if any, are shown under the head Other Income in the Statement of Profit and loss account.

m. EXPENDITURE

Expenses are accounted and recognised in Financials on accrual basis i.e. as and when incurred and earned.

n. EMPLOYEE BENEFITS

i. SHORT TERM EMPLOYEE BENEFITS

Short-term employee benefits are employee benefits (other than termination benefits) that are expected
to be settled wholly before twelve months such as salaries, bonuses, performance incentives, etc., after
the end of the annual reporting period in which the employees render the related service. The Company
recognises above short term employee benefits directly to Statement of Profit and Loss as an expense
in the year in which services are rendered.

ii. DEFINED CONTRIBUTION PLANS

Contributions to defined contribution schemes such as employees'' state insurance, labour welfare fund,
superannuation scheme, employee pension scheme etc. are charged as an expense based on the amount
of contribution required to be made as and when services are rendered by the employees. Company''s
provident fund contribution, in respect of certain employees, is made to a government administered
fund and charged as an expense to the Statement of Profit and Loss. The above benefits are classified as
Defined Contribution Schemes as the Company has no further defined obligations beyond the monthly
contributions.

iii. DEFINED BENEFIT PLANS

The Company also provides for retirement/post-retirement benefits in the form of gratuity, pensions

(in respect of certain employees). The Company''s liability is determined on the basis of an actuarial
valuation using the projected unit credit method as at the balance sheet date. For defined benefit plans,
the amount recognised as ''Employee benefit expenses'' in the Statement of Profit and Loss is the cost
of accruing employee benefits promised to employees over the year and the costs of individual events
such as past/future service benefit changes and settlements (such events are recognised immediately
in the Statement of Profit and Loss). Any differences between the interest income/ loss on plan assets
and the return actually achieved, and any changes in the liabilities over the year due to changes in
actuarial assumptions or experience adjustments within the plans, are recognised immediately in ''Other
comprehensive income'' and subsequently not reclassified to the Statement of Profit and Loss.

iv. For the purpose of presentation of defined benefit plans, the allocation between the short term and
long-term provisions have been made as determined by an actuary. Obligations under other long-term
benefits are classified as short term provision, if the Company does not have an unconditional right to
defer the settlement of the obligation beyond 12 months from the reporting date.

o. IMPAIRMENT OF NON FINANCIAL ASSETS

Assessment for impairment is done at each Balance Sheet date as to whether there is any indication that a
non-financial asset may be impaired. If any indication of impairment exists, an estimate of the recoverable
amount of the individual asset/cash generating unit is made. Asset/cash generating unit whose carrying
value exceeds their recoverable amount are written down to the recoverable amount by recognising the
impairment loss as an expense in the Statement of Profit and Loss. The impairment loss is allocated to
reduce the carrying amount of assets of the unit, pro rata based on the carrying amount of each asset in
the unit. Recoverable amount is higher of an asset''s or cash generating unit''s fair value less cost of disposal
and its value in use. Value in use is the present value of estimated future cash flows expected to arise from
the continuing use of an asset or cash generating unit and from its disposal at the end of its useful life.
Assessment is also done at each Balance Sheet date as to whether there is any indication that an impairment
loss recognised for an asset in prior accounting periods may no longer exist or may have decreased, basis
the assessment a reversal of an impairment loss for an asset is recognised in the Statement of Profit and
Loss account.

p. TAXES ON INCOME

Income tax expense comprises current and deferred tax and is recognized in the Statement of Profit and
Loss except to the extent that it relates to a business combination or to an item which is recognized directly
in equity or in other comprehensive income.

CURRENT TAX

Current tax is the expected tax payable on the taxable income for the year using applicable tax rates at the
Balance Sheet date, and any adjustment to taxes in respect of previous years. It is measured using tax rates
enacted or substantively enacted at the reporting date.

Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the
recognised amounts and there is an intention to settle the asset and the liability on a net basis.

DEFERRED TAX

Deferred tax is recognised in respect of temporary differences between the carrying amount of assets and
liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes. A
deferred tax liability is recognised based on the expected manner of realisation or settlement of the carrying
amount of assets and liabilities, using tax rates enacted, or substantively enacted, by the end of the reporting
period.

Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be
available against which the asset can be utilised. Deferred tax assets are reviewed at each reporting date
and reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off
current tax assets against current tax liabilities; and the deferred tax assets and the deferred tax liabilities
relate to income taxes levied by the same taxation authority.

q. LEASES

Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with
any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company
makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether
it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating
the lease term, the company considers factors such as any significant leasehold improvements undertaken
over the lease term, costs relating to the termination of the lease and the importance of the underlying
asset to company''s operations taking into account the location of the underlying asset and the availability of
suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reflects
the current economic circumstances.

The Company''s significant leasing arrangements are in respect of premises used for business, are accounted
as a short term lease. The aggregate lease rentals payable are charged as rent in the statement of profit
and loss and are recognised as an expense on a straight line basis over the lease term (Refer note 41 of the
Financials). These lease arrangements are cancellable in nature and can be terminated by giving notice for a
period, which vary from one months to three months.

r. FOREIGN CURRENCY TRANSACTION

The financial statements are presented in INR, the functional currency of the Company. Items included in the
financial statements of the Company are recorded using the currency of the primary economic environment
in which the Company operates (the ''functional currency''). Foreign currency transactions are recorded at
the rate of exchange prevailing on the date of the transactions. At the year end, all the monetary assets and
liabilities denominated in foreign currency are restated at the closing exchange rates. Exchange differences
resulting from the settlement of such transactions and from the translation of such monetary assets and
liabilities at the year end are recognised in the Statement of Profit and Loss.

s. SEGMENT REPORTING

As per Ind AS 108- Operating Segments, the Chief Operating Decision Maker or as authorised by the board
evaluates the company''s performance and allocates the resources based on geographic segment. Segment
revenue, segment expenses, segment assets and segment liabilities have been identified to segments based
on their relationship to the operating activities of the segment. Revenue, expenses, assets and liabilities
which are related to the company as a whole and are not allocable to segments on a rationale basis have been
included under "unallocated revenue/ expenses/ assets/ liabilities" as applicable.

t. EARNINGS PER SHARE

Basic earnings per share is computed by dividing the net profit for the period attributable to the equity
shareholders of the Company by the weighted average number of equity shares outstanding during the
period.

Diluted earnings per share are computed by dividing the profit after tax as adjusted for dividend, interest and
other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity
shares, by the weighted average number of equity shares considered for deriving basic earnings per share
and the weighted average number of equity shares which could have been issued on conversion of all dilutive
potential equity shares.

* The Number of shares held by promoters and % to total shares is calculated after taking into account the shares issued during the
current year.

e. During the reporting financial year 2024-25:

i. On 21st September 2024, Company has converted 1,28,000 fully convertible warrants into Equity Shares of the
company being 100% funds received from warrant holders.

ii. On 03rd January 2025, Company has converted 5,00,000 fully convertible warrants into Equity Shares of the
company being 100% funds received from warrant holders. This was from Mr. Ketan Patel, Chairman and Managing
Director of the company also Promoter of the Company.

iii. On 29th January 2025, Company has converted 2,75,000 fully convertible warrants into Equity Shares of the
company being 100% funds received from warrant holders.

In summary, Paid up share capital on 01st April 2024 was Rs. 14,11,36,750/- divided into 1,41,13,675 Equity shares of Rs.
10/- each. After considering all the above-mentioned conversions of 9,03,000 warrants during the year, the paid up
share capital of the Company on 31st March 2025 stands at Rs. 15,01,66,750/- divided into 1,50,16,675 Equity shares of
Rs. 10/- each.

Further, during the year company has converted all outstanding warrants into equity shares and as on financial year
closing at 31st March 2025, company does not have any outstanding warrants.

Further, During the previous financial year 2023-24: the company has issued equity shares of the company to VD
Patel through Shares Swap Arrangement i.e. Other than Cash in which the company has purchased 1066 equity shares
of Secure Connection Ltd (Honk Kong) against which the company has issued 57,325 equity shares of the company
of face value of Rs. 10 each per share at an issue price of Rs. 785/- per share for a total consideration of Rs. 450.00
Lakhs. The said transaction was executed vide agreement/ MOU dated 29th December,2023 in accordance with the
SEBI regulations, 2018 and Companies Act, 2013. Further the company has also entered into Shares Swap arrangement
with M/s Sapri Trading LLC vide agreement/ MOU dated 01st August,2023 where the company has acquired 2267 equity
shares of Secure Connection Ltd (Hong Kong) for the said purchase the company has issued 5,80,000 equity shares of
the company of face value of Rs. 10 each per share at a price of Rs. 450/- per share for a total consideration of Rs. 2,610
Lakhs. For executing the above transactions, the company has determined the share swap rate which is obtained from
Independent Registered Valuer. The Company during the last year has issued 8,68,850 equity shares of face value of Rs.
10 each on preferential basis at an issue price of Rs. 450 per share for a total consideration of Rs. 3909.82 Lakhs which
includes Securities premium of Rs. 3822.94 Lakhs. The shares were allotted on 14th August, 2023 vide resolution dated
14th August, 2023 and issue is in accordance with SEBI regulations, 2018 and Companies Act, 2013.

Further the Company during the last year has also issued 9,10,500 share warrants on preferential basis at an issue price
of Rs. 450 per share for a total consideration of Rs. 4097.25 Lakhs of which only 25% of the total consideration i.e. Rs.
1024.31 Lakhs was received by the company as upfront as per regulation 4 of ICDR, 2015 or as amended. Later out of
9,10,500 share warrants, 3 Allottees holding 5000 share warrants exercised the option for allotment of equity shares
and paid their balance 75% of its issue price amounting to Rs. 16.87 Lakhs (5000 share warrants * Rs. 450 * 75%) on 14th
August, 2023. Further 2500 share warrants exercised the option for allotment of equity shares and paid their balance
75% of its issue price amounting to Rs. 8.44 Lakhs (2500 share warrants * Rs. 450 * 75%) on 13th February, 2024. Hence,
On conversion of these 7500 equity shares of face value of Rs. 10 each, the company has recognised the premium of
Rs. 440 per share in securities premium account amounting to Rs. 33 Lakhs (7500 equity shares * Rs. 440). Twenty five
percent of 9,03,000 share warrants which have not yet exercised the option amounting to Rs. 1015.88 Lakhs is shown
under the head Equity as "Money received against share warrants".

Balance Seventy five percent of 9,03,000 share warrants amounting to Rs. 3047.63 Lakhs (903000 share warrants * Rs.
450 * 75%) was still receivable as on the even date, the tenure for such warrants cannot exceed 18 months therefore the
last date for receipt of above amount was 13th February,2025 in accordance with regulations 4 of ICDR, 2015.

f. Rights, preferences and restrictions :

. The company has only one class of shares referred to as equity shares having a par value of Rs 10/- each. Each holder of
equity shares is entitled to one vote per share.

The Company declares and pays dividend in Indian rupees. Final dividend, if any, proposed by the Board of Directors is
ii. recorded as a liability on the date of the approval of the shareholders in the ensuing Annual General Meeting; in case of
interim dividend, it is recorded as a liability on the date of declaration by the Board of Directors of the Company.

Note:

a) ECLGS from HDFC Bank is secured through first ranking hypothecation / charge / pledge / mortgage of following immovable properties
along with Axis Bank, DBS Bank

(1) Flat No. 801 B wing, 8th Floor, L T Road, Pratap Heritage CHSL, N.R. Complex, Borivali West, Mumbai - 400092

(2) Flat No. 7 (A/7), 3rd Floor, 194 S V P road, A wing, Nimesh Kunj CHSL, Borivali West, Mumbai - 400092

(3) Flat No. 102, Disha residency, 12th Khetwadi road, behind Shalimar Cinema, Grant Road (East), Mumbai - 400004

(4) Office No. B 215 Mandapeshwar Industrial Estate, Off SV road, Borivali West, Mumbai - 400092

(5) Fixed deposit of Rs. 0.83 Crores (the proportionate amount of Fixed Deposit of Rs. 0.42 Crores to be kept with Axis Bank exclusively)

b) ECLGS from Axis Bank is secured with immovable properties as mentioned in point no a) from (1) to (4) above. Further Stock debts and
Fixed deposit are also hypothecated as mentioned in latest Sanction letter.

c) ECLGS Loan from State Bank of India is primarily secured against Stocks, RM, finished goods, book debts & receivables and other
current assets of the company. Office premises 3rd and 4th Floor Govt. Ind. Estate, Charkop, Kandivali west is mortgaged as collateral
security. Further Gala No. 1, 2nd Floor Govt. Ind. Estate, Charkop which is owned by M/s. Shilpa Global Pvt Ltd. (Related Party) is also
mortgaged as security with State Bank of India Bank.

d) All the above term loan are personally guaranteed by Ketan and Purvi Patel, directors of the company.

e) The above loans carry interest rate in the range of 9.00 % to 11% p.a.

f) Above borrowings also include Motor vehicle loan which is secured against the mortgage of respective Motor vehicle.

Note:

a) Cash Credit from HDFC Bank, Axis Bank & DBS Bank is secured against hypothecation of Stocks and Book debts, movable assets and
Immovable Properties as mentioned below:

(1) Flat No. 801 B wing, 8th Floor, L T Road, Pratap Heritage CHSL, N.R. Complex, Borivali West, Mumbai - 400092

(2) Flat No. 7194 (A/7), 3rd Floor, S V P road, A wing, Nimesh Kunj CHSL, Borivali West, Mumbai - 400092

(3) Flat No. 102, Disha residency, 12th Khetwadi road, behind Shalimar Cinema, Grant Road East, Mumbai - 400004

(4) Office No. B 215 Mandapeshwar Industrial Estate, Off SV road, Borivali West, Mumbai- 400092

(5) Fixed deposit of Rs. 0.83 Crores with HDFC Bank & Rs. 0.42 Crores with Axis Bank by way of Additional Collateral Security.

b) Cash Credit from State Bank of India is secured against hypothecation of Stocks and Book debts, movable assets and Immovable
Properties as mentioned below:

(1) Creative Newtech Limited, 3rd & 4th Floor, Plot No.137AB, Kandivali Co-op.Industrial Estate Limited,Charkop, Kandivali (West),
Mumbai-400067, Maharashtra, India.

(2) Shilpa Global Pvt.Ltd. 2nd Floor, Plot No.137AB, Kandivali Co-op.Industrial Estate Limited,Charkop, Kandivali (West), Mumbai-400067,
Maharashtra, India.

c) Cash credit is payable on demand, carries interest rate of 9.00 % p.a.to 11% p.a.

d) Cash credit and Buyer''s credit is guaranteed by Director and Whole-time director.

e) Unsecured Loan from Directors and relative of directors carries interest at the rate of 12% p.a.

Note 32 - Financial Risk Management

The Company''s business activities are exposed to financial risks, namely Credit risk, Liquidity risk .The Company''s Senior Management
has the overall responsibility for establishing and governing the Company''s risk management framework. The Company has constituted
a Risk Management Committee, which is responsible for developing and monitoring the Company''s risk management policies. The
committee reports regularly to the Board of Directors on its activities.

The Company''s Risk Management Policies Are Established To Identify And Analyse The Risks Faced By The Company, To Set Appropriate
Risk Limits And Controls And To Monitor Risks And Adherence To Limits. Risk Management Policies And Systems Are Reviewed Regularly
To Reflect Changes In Market Conditions And The Company''s Activities. The Audit Committee Oversees How Management Monitors
Compliance With The Company''s Risk Management. Policies And Procedures, And Reviews The Adequacy Of The Risk Management
Framework In Relation To The Risks Faced By The Company.

The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and adhoc reviews of risk
management controls and procedures, the results of which are reported the audit committee.

i. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Company''s receivables from customers and investment securities. Credit risk is managed
through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the
Company grants credit terms in the normal course of business. The Company establishes, if require an allowance for doubtful debts and
impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.

The Company had created a Provision for Trade receivable of Rs. 22.73 till the F.Y 2022-23. The said provision was created against the
Trade Receivables amounting to Rs. 26.05 Lakhs which had significant risk in recoverable. Details of the same are as under:

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to
ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

Management monitors rolling forecasts of the Company''s liquidity position on the basis of expected cash flows. This
monitoring includes financial ratios and takes into account the accessibility of cash and cash equivalents.

iii. Market Risk

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption
that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to
decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields of the corporate /
government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

iv. Legislative Risk

Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation/regulation.
The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will
directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when
any such amendment is effective.

... The estimate of rate of escalation in salary considered in actuarial valuation, takes into account inflation, seniority,
'' promotion and other relevant factors, including supply and demand in the employment market.

. The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet
'' date for the estimated term of the obligations.

The company has not invested or maintained any plan assets against the above defined obligation. The company is of
'' the view to manage the defined liability from it''s own liquidity.

*

The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions
occurring at the end of the reporting period, while holding all other assumptions constant. The sensitivity analysis
presented above may not be representative of the actual change in the projected benefit obligation as it is unlikely
that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

¹ The assessing Officer has raised a demand of Rs. 5.26 (in lakhs) as tax demand & Interest component amounting to Rs. 10.00 (in
lakhs) for the Financial Year 2007-08 and tax demand of Rs.6.09 (in lakhs) including interest for the Financial Year 2017-18 which
are incorrect and the company is in process with necessary corrections of the said order to delete the said unjustified demands.
The said demands appearing on the Income Tax portal are shown as Contingent Liability till the deletion of the said demands by
the Income Tax Department.

ii The Assistant Commissioner has raised a demand of Rs. 7.17 (in lakhs) for Financial Year 2008-09 under section 271(1)(c) due
to disallowance of purchase transactions which are alleged as bogus purchases by the income tax officer. The demand being
unjustified the company has filed an appeal against the said unjust demand of Rs. 7.17 (in lakhs). The hearing of the appeal is in
process. The amount of Rs. 7.17 (in lakhs) is shown as Contingent liability till the final outcome of the case.

ⁱⁱⁱ Demand for F.Y 2019-20 was raised by the CPC via Intimation Order dated 20th December 2021. Demand was raised by CPC due to
clerical error, after required follow up with Income Tax department the wrongful demand raised by the Income Tax department
was deleted in the previous year however interest amount on the wrongful demand has emerged on the income tax portal which is
again incorrect. The company is following up with the Income Tax department to resolve the same and in the company opinion the
interest demand shall not be materialised.

^lv DGGI GST order : On 1st February,2024, Directorate General of GST Intelligence, Gurugram zonal unit passed an order under section
83 of CGST act, asking that the company to pay a GST amount of Rs. 191.44 (in lakhs) for wrongful availment of Input tax credit.
Our Counsel are of the opinion that this order is unjustified and the company has moved against this order in High court of Punjab
and Haryana. The said writ petition filed against the order dated 09.01.2024 & the proceeding has not been concluded & as per
section 83 "Provisional attachment to protect revenue in certain cases” - Every provisional attachment shall cease to have effect
after exipry of statutory period of one year from the date of order. Hence in view of contingent nature of demand , company has
classified the same under contingent liability.

^v GST Audit Order: GST audit team of Delhi circle 6 Group 2, have passed an order against the company stating that the company has
charged wrong rate of SGST and CGST in case of certain products. The demand required by the department was of Rs.30.74 (in
lakhs). The Company has paid the amount of Rs. 16.69 (in lakhs) by DRC-03. However the Company and its counsel are of the opinion
that the Tax of Rs.14.04 (in lakhs) (inclusive of interest amounting to Rs. 1.31 lakhs) is unjustified. Hence company has preferred an
appeal against this order. In view of contingent nature of demand, company has classified the pending balnce pending amount of
Rs.14.04 (in lakhs) and the same under contingent liability.

^vi GST Audit Order for West Bengal/Uttar Pradesh and Hyderabad: GST Department of West Bengal/Uttar Pradesh/Hyderabad have
passed an order against the company stating that the company has charged wrong rate of SGST and CGST/ excess utilization of
ITC in case of certain products as mentioned in the above table. However the Company and its counsel are of the opinion that the
Tax amount is unjustified. Hence company has preferred an appeal against this order. In view of contingent nature of demand,
company has classified the same under contingent liability.

^vii The Company has received Order-in-Original C.A.O. No. CC-VA/24/2018-19 Adj. (I) ACC dated 28.02.2019 confirming the demand
of Customs Duty amounting to Rs. 2,30,33,813/-. The Order also imposes penalty Rs. 4,61,38,438/- and penalty of 20,00,000/-.
The Order states that Cameras imported by the Company was classified under wrong CTH (Customs Tariff Head) and Company
has wrongly availed the duty exemption. The Company had not accepted it and had contested it. The Company has already filed an
appeal against the same before the Customs, Excise, & Service Tax Appellate Tribunal, Mumbai. The Company as well as it legal
advisor were of the view that the classification adopted and exemption claimed by the Company were correct and in order. It was
believed that this position will likely be upheld in the appellate process. Hence, in view of the contingent nature of demand, the
Company has classified the same under contingent liability.

Further, on 11th April 2023 the Honourable CESTAT has passed an order in favour of the company and has dismissed an earlier
order , show cause notice and penalty amounting to Rs. 4,61,38,428/- and Rs. 20,00,000 respectively.

Note 41

The Company''s significant leasing arrangements are in respect of premises used for business, are accounted as a short
term lease. The aggregate lease rentals payable are charged as rent in the statement of profit and loss (Refer note 29).
These lease arrangements are cancellable in nature and can be terminated by giving notice for a period, which vary from
one months to three months.

Note 42

Slump Sale is defined as the transfer of one or more undertakings as a result of the sale for a lump sum consideration
without values being assigned to the individual assets and liabilities. The "C-kartOnline" Business Division is an online digital
B2B E Commerce platform. The said online platform was developed in-house by the Company to facilitate distributors and
suppliers in selling their products electronically. The Software developed for C-kartOnline business operation was shown
under the head Intangible Assets.

The company during the year has sold the "C-kartOnline" business division as slump sale to M/s World Goods Marketplace
Pvt. Ltd for a total consideration of Rs. 1,000 Lakhs vide Business Transfer Agreement dated 20th March 2024 . The
company has booked the gain on sale of C-KartOnline division of Rs. 990.43 Lakhs and shown under the head Other Income
in Statement of Profit and Loss Account during the year 2023-24.

Reason for Variance where variance is more than 25%

* Current Ratio has declined in current year due to proportionately higher increase in current liabilities in comparison
to previous year. Despite the decline, the ratio remains above the standard benchmark, indicating satisfactory
short-term liquidity.

** The debt-equity ratio improved in current year, driven by an increase in shareholders'' equity and Debt Service
Coverage Ratio has decreased in comparison to previous year; although there has been a decrease in long-term
borrowings, short-term borrowings have increased during the year.

*** Inventory Turnover ratio has declined in current year as compared to last year due to increase in cost of goods sold
on account of increase in revenue from operations during the year as well as increase in average inventory holding
period as compared to last year..

**** Trade Payable turnover ratio has decreased as compared to last year since during the year the purchases has
increased on account of increase in sales and proportionately higher rise in the average trade payables.

# Net Capital Turnover Ratio has decreased in current year as compared to previous year since the Revenue from
Operations has increased as compared to last year but the Net Assets (Current Assets - Current liabilities) has also
increased comparatively due to reduction in Borrowings and increase in Current Financial Assets as compared to
last year.

## Return on Equity ratio and Return on Capital Employed has decreased as compared to previous year due to reduction
in profitability and increase in shareholders'' funds and capital employed during the year

### Return on Investment is calculated on Interest income earned during the year on Average Fixed Deposits held
during the year. The Return on Investment has increased in current year due to increase in interest income as well
as increase in Average Investments held during the year.

Note 45 - Other Disclosures

(a) The Company does not have any Benami property, where any proceeding has been initiated or pending against the
Company for holding any Benami property.

(b) The Company does not have any transactions with companies struck- off under Section 248 of the Companies Act,
2013.

(c) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory
period.

(d) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(e) The Company ha not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:

(i) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Company (Ultimate Beneficiaries) or;

(ii) Provide any guarantee, security or the like to or on behalf of the Ultimate beneficiaries.

(f) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party (Ultimate Beneficiaries) or;

(ii) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(g) The Company does not have any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as,
search or survey or any other relevant provisions of the Income Tax Act, 1961).

(h) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the
Companies (Restriction on number of Layers) Rules, 2017.

(i) The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post- employment
benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India.
However, the date on which the Code will come into effect has not been notified. The company will assess the impact
of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

(j) The Company is not declared wilful defaulter by any bank or financial institution or lender during the year.

(k) There are no significant subsequent events that would require adjustments or disclosures in the financial statements
as on the balance sheet date.

(l) The Company has used accounting software for maintaining its books of account, which has a feature of recording
audit trail (edit log) facility and the same has been operative throughout the year for all relevant transactions recorded
in the respective software. Further, the audit trail feature has not been tampered with and the audit trail has been
preserved by the Company as per statutory requirements.

Note 46

Figures for the previous years have been regrouped / restated wherever necessary to conform to current year''s
presentation.

Note 47 - Approval of financial statements

The financial statements were approved for issue by the board of directors on 15th May, 2025.

As per our attached report of even date

For Gupta Raj and Co. For and on Behalf of the Board of Directors

Chartered Accountants of Creative Newtech Limited

Firm reg No : 001687N

CA Nikul Jalan (Partner) Ketan C Patel VijayAdvani Abhijit Kanvinde Tejas Doshi

Membership No. 112353 Chairman and Managing Whole-Time Director Chief Financial Officer Chief Compliance

Mumbai, Dated: 15th May, 2025 Director DIN: 02009626 Officer and Company

DIN: 00127633 Secretary

---

Mar 31, 2024

e. During the year the company has issued equity shares of the company to VD Patel through Shares Swap Arrangement i.e. Other than Cash in which the company has purchased 1066 equity shares of Secure Connection Ltd (Honk Kong) against which the company has issued 57,325 equity shares of the company of face value of Rs. 10 each per share at an issue price of Rs. 785/- per share for a total consideration of Rs. 450.00 Lakhs. The said transaction was executed vide agreement/ MOU dated 29th December,2023 in accordance with the SEBI regulations, 2018 and Companies Act, 2013. Further the company has also entered into Shares Swap arrangement with M/s Sapri Trading LLC vide agreement/ MOU dated 01st August,2023 where the company has acquired 2267 equity shares of Secure Connection Ltd (Hong Kong) for the said purchase the company has issued 5,80,000 equity shares of the company of face value of Rs. 10 each per share at a price of Rs. 450/- per share for a total consideration of Rs. 2,610 Lakhs. For executing the above transactions, the company has determined the share swap rate which is obtained from Independent Registered Valuer.

The Company during the year has issued 8,68,850 equity shares of face value of Rs. 10 each on preferential basis at an issue price of Rs. 450 per share for a total consideration of Rs. 3909.82 Lakhs which includes Securities premium of Rs. 3822.94 Lakhs. The shares were allotted on 14th August, 2023 vide resolution dated 14th August, 2023 and issue is in accordance with SEBI regulations, 2018 and Companies Act, 2013.

Further the Company during the year has also issued 9,10,500 share warrants on preferential basis at an issue price of Rs. 450 per share for a total consideration of Rs. 4097.25 Lakhs of which only 25% of the total consideration i.e. Rs. 1024.31 Lakhs was received by the company as upfront as per regulation 4 of ICDR, 2015 or as amended. Later out of 9,10,500 share warrants, 3 Allottees holding 5000 share warrants exercised the option for allotment of equity shares and paid their balance 75% of its issue price amounting to Rs. 16.87 Lakhs (5000 share warrants * Rs. 450 * 75%) on 14th August, 2023. Further 2500 share warrants exercised the option for allotment of equity shares and paid their balance 75% of its issue price amounting to Rs. 8.44 Lakhs (2500 share warrants * Rs. 450 * 75%) on 13th February, 2024. Hence, On conversion of these 7500 equity shares of face value of Rs. 10 each, the company has recognised the premium of Rs. 440 per share in securities premium account amounting to Rs. 33 Lakhs (7500 equity shares * Rs. 440). Twenty five percent of 9,03,000 share warrants which have not yet exercised the option amounting to Rs. 1015.88 Lakhs is shown under the head Equity as ''"''Money received against share warrants””. Balance Seventy five percent of 9,03,000 share warrants amounting to Rs. 3047.63 Lakhs (903000 share warrants * Rs. 450 * 75%) is still receivable as on the even date, the tenure for such warrants cannot exceed 18 months therefore the last date for receipt of above amount is 13th February,2025 in accordance with regulations 4 of ICDR, 2015.

During the previous year the company had issued 4,00,000 equity shares and 6,00,000 Fully Convertible Warrants of Face value of Rs. 10 each to one equity share full paid up on preferential basis at an issue price of Rs. 110 per share at a premium of Rs. 100 Per share on Extraordinary General Meeting held on 27th July 2021. The same were allotted to the respective members on 19th August 2021. During the year the above 6,00,000 fully convertible warrants are converted to fully paid 6,00,000 equity shares of face value of Rs. 10 each and the respective share premium of Rs. 100 per share amounting to 600 Lakhs is included in Share Premium Account under the head Other Equity.

f. Rights, preferences and restrictions :

i. The company has only one class of shares referred to as equity shares having a par value of Rs 10/- each. Each holder of equity shares is entitled to one vote per share.

ii. The Company declares and pays dividend in Indian rupees. Final dividend, if any, proposed by the Board of Directors is recorded as a liability on the date of the approval of the shareholders in the ensuing Annual General Meeting; in case of interim dividend, it is recorded as a liability on the date of declaration by the Board of Directors of the Company.

The description of the nature and purpose of each reserve within equity is as follows :

a. Securities Premium

The amount received in excess of the face value of the equity shares issued by the Company is recognised in securities premium. The reserve shall be utilised in accordance with the provisions of section 52 of the Companies Act, 2013.

b. Retained Earnings

Retained earnings are the profits that the Company has earned till date. It is a free reserve which can be used for meeting the future contingencies, creating working capital for business operations, strengthen the financial position of the Company etc.

c. Other Comprehensive Income

Other comprehensive income comprises the balance of remeasurement of retirement benefit plans.

Note:

a. ECLGS from HDFC Bank is secured through first ranking hypothecation / charge / pledge / mortgage of following immovable properties along with Axis Bank, DBS Bank (1) Flat No. 801 B wing, 8th Floor, L T Road, Pratap Heritage CHSL, N.R. Complex, Borivali West, Mumbai - 400092

(2) Flat No. 7 (A/7), 3rd Floor, 194 S V P road, A wing, Nimesh Kunj CHSL, Borivali West, Mumbai - 400092

(3) Flat No. 102, Disha residency, 12th Khetwadi road, behind Shalimar Cinema, Grant Road (East), Mumbai - 400004

(4) Office No. B 215 Mandapeshwar Industrial Estate, Off SV road, Borivali West, Mumbai - 400092

(5) Fixed deposit of Rs. 0.83 Crores (the proportionate amount of Fixed Deposit of Rs. 0.42 Crores to be kept with Axis Bank exclusively)

b. ECLGS from Axis Bank is secured with immovable properties as mentioned in point no a) from (1) to (4) above. Further Stock debts and Fixed deposit are also hypothecated as mentioned in latest Sanction letter.

c. ECLGS Loan from State Bank of India is primarily secured against Stocks, RM, finished goods, book debts & receivables and other current assets of the company. Office premises 3rd and 4th Floor Govt. Ind. Estate, Charkop, Kandivali west is mortgaged as collateral security. Further Gala No. 1, 2nd Floor Govt. Ind. Estate, Charkop which is owned by M/s. Shilpa Global Pvt Ltd. (Related Party) is also mortgaged as security with State Bank of India Bank.

d. All the above term loan are personally guaranteed by Ketan and Purvi Patel, directors of the company.

e. The above loans carry interest rate in the range of 9.00 % to 11% p.a.

f. Above borrowings also include Motor vehicle loan which is secured against the mortgage of respective Motor vehicle.

1. Cash Credit from HDFC Bank, Axis Bank & DBS Bank is secured against hypothecation of Stocks and Book debts, movable assets and Immovable Properties as mentioned below:

(1) Flat No. 801 B wing, 8th Floor, L T Road, Pratap Heritage CHSL, N.R. Complex, Borivali West, Mumbai - 400092

(2) Flat No. 7194 (A/7), 3rd Floor, S V P road, A wing, Nimesh Kunj CHSL, Borivali West, Mumbai - 400092

(3) Flat No. 102, Disha residency, 12th Khetwadi road, behind Shalimar Cinema, Grant Road East, Mumbai - 400004

(4) Office No. B 215 Mandapeshwar Industrial Estate, Off SV road, Borivali West, Mumbai- 400092

(5) Fixed deposit of Rs. 0.83 Crores with HDFC Bank & Rs. 0.42 Crores with Axis Bank by way of Additional Collateral Security.

2. Cash Credit from State Bank of India is secured against hypothecation of Stocks and Book debts, movable assets and Immovable Properties as mentioned below:

(1) Creative Newtech Limited, 3rd & 4th Floor, Plot No.137AB, Kandivali Co-op.Industrial Estate Limited,Charkop, Kandivali (West), Mumbai-400067, Maharashtra, India.

(2) Shilpa Global Pvt.Ltd. 2nd Floor, Plot No.137AB, Kandivali Co-op.Industrial Estate Limited,Charkop, Kandivali (West), Mumbai-400067, Maharashtra, India.

3. Cash credit is payable on demand, carries interest rate of 9.00 % p.a.to 11% p.a.

4. Cash credit and Buyer''s credit is guaranteed by Director, Chairperson and Wholetime director.

5. Unsecured Loan from Directors and relative of directors carries interest at the rate of 12% p.a.

1, 20:

23.1: Sales by Performance obligations

Performance obligations are satisfied at a point in time i.e. when the customer obtains control of goods on its receipt. In case of export of goods, the control of goods is transferred on receipt of bill of lading / mate receipt.

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the parent by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the parent (after adjusting profit impact of dilutive potential equity shares, if any) by the aggregate of weighted average number of Equity shares outstanding during the year and the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

Note 32 - Financial Risk Management

The Company''s business activities are exposed to financial risks, namely Credit risk, Liquidity risk .The Company''s Senior Management has the overall responsibility for establishing and governing the Company''s risk management framework. The Company has constituted a Risk Management Committee, which is responsible for developing and monitoring the Company''s risk management policies. The committee reports regularly to the Board of Directors on its activities.

The Company''s Risk Management Policies Are Established To Identify And Analyse The Risks Faced By The Company, To Set Appropriate Risk Limits And Controls And To Monitor Risks And Adherence To Limits. Risk Management Policies And Systems Are Reviewed Regularly To Reflect Changes In Market Conditions And The Company''s Activities. The Audit Committee Oversees How Management Monitors Compliance With The Company''s Risk Management. Policies And Procedures, And Reviews The Adequacy Of The Risk Management Framework In Relation To The Risks Faced By The Company.

The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported the audit committee.

i. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes, if require an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.

The Company had created a Provision for Trade receivable of Rs. 22.73 till the F.Y 2022-23. The said provision was created against the Trade Receivables amounting to Rs. 26.05 Lakhs which had significant risk in recoverable. Details of the same are as under:

The provision for loss allowances of trade receivables have been made by the management on the evaluation of trade receivables. The management at each reporting period made an assessment on recoverability of balances and on the best estimate basis the provision for loss allowances have been created.

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation. Management monitors rolling forecasts of the Company''s liquidity position on the basis of expected cash flows. This monitoring includes financial ratios and takes into account the accessibility of cash and cash equivalents

Note 33 Capital Management ^(Rs. ^{in Lakhs)}

For the purpose of the Company''s capital management, capital includes issued capital and other equity reserves. The primary objective of the Company''s Capital Management is to maximise shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The Company monitors capital using Adjusted net debt to equity ratio. For this purpose, adjusted net debt is defined as total debt less cash and bank balances

The Company has made provision in the Accounts for Gratuity based on Actuarial valuation. The particulars under the Ind AS 19 "Employee Benefits" furnished below are those which are relevant and available to the Company for this year.

a. Defined Contribution Plans

The Company''s contribution to Provident Fund and other Fund aggregating to Rs. 47.47 Lakhs (Previous Year Rs. 48.18 Lakhs) has been recognised in the Statement of Profit and Loss under the head Employee Benefits Expense. (Refer Note 27)

c. Risk to the Plan

i. Actuarial Risk

The plan is subject to actuarial risk such as adverse salary growth, change in demographic experience, inadequate return on underlying plan assets. This may result in an increase in cost of providing these benefits to employee in future.

ii. Liquidity Risk

Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If such employees resign/ retire from the company there can be strain on the cash flows.

iii. Market Risk

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields of the corporate / government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

iv. Legislative Risk

Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation/regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is effective.

vii. The estimate of rate of escalation in salary considered in actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors, including supply and demand in the employment market.

viii. The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

ix. The company has not invested or maintained any plan assets against the above defined obligation. The company is of the view to manage the defined liability from it''s own liquidity.

* The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The sensitivity analysis presented above may not be representative of the actual change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

Note 35 : Contingencies and Commitments (Rs. in Lakhs)
Particulars Financial As at March As at March Year 31, 2024 31, 2023
Income Tax Demand raised by Assessing Officer	2007-08	5.26	5.26
Income Tax - Interest demand raised by Assessing Officer	2007-08	5.53	-
Income Tax - Interest demand raised by A.O.	2008-09	0.00	0.69
Income Tax - Penalty demand raised by Assessing Officer (including Interest)	2008-09	3.96	3.96
Income Tax Demand raised by CPC	2017-18	3.59	3.59
Income Tax - Tax and Interest demand raised by CPC - Refer Note I below	2019-20	33.52	25.78
GST ASSESMENT (Directorate General of GST Intelligence -DGGI Delhi) - Refer Note II below		191.44	128.45

GST AUDIT (Delhi) including Interest and Penalty - Refer Note III below	2017-2021	16.69	14.04
Bank Guarantee		1,091.69	1,056.81
Custom Duty (Showcause Notice) -Note IV		-	186.19
Custom Duty (Showcause Notice)		-	230.34
Custom Duty (Showcause Notice for Penalty) - Note V		-	481.38
Outstanding tax demand with respect to VAT/ CST FY 2013-17 ( Gujarat)		78.67	78.67

I. Demand for F.Y 2019-20 was raised by the CPC via Intimation Order dated 20th December 2021. Demand was raised by CPC due to clerical error, after required follow up with Income Tax department the wrongful demand raised by the Income Tax department was deleted in the current year however interest amount on the wrongful demand has emerged on the income tax portal which is again incorrect. The company is following up with the Income Tax department to resolve the same and in the company opinion the interest demand shall not be materialised.

II. DGGI GST order : On 1st February,2024, Directorate General of GST Intelligence , Gurugram zonal unit passed an order under section 83 of CGST act, asking that the company to pay a GST amount of Rs. 1,91,43,812 for wrongful availment of Input tax credit. Our Counsel are of the opinion that this order is unjustified and the company has moved against this order in High court of Punjab and Haryana. We believe that the position of the company will be upheld in the High court. Hence in view of contingent nature of demand , company has classified the same under contingent liability.

III. GST Audit Order: GST audit team of Delhi circle 6 Group 2, have passed an order against the company stating that the company has charged wrong rate of SGST and CGST in case of certain products. Company and its counsel are of the opinion that our position is correct. Hence company has preferred an appeal against this order. In view of contingent nature of demand, company has classified the same under contingent liability.

IV. The Company has received a demand of Customs Duty via Show Cause Notice dated 13th March, 2018 amounting to Rs.1,86,19,246/- (without interest and penalty) from the Office of the Principal Commissioner of Customs, Mumbai, alleging that the import of Cameras was classified under wrong CTH (Customs Tariff Head) and Company has wrongly availed the duty exemption. The Company is not accepting the demand raised by the customs department and is contesting it. The company as well as it legal advisor are of the view that the classification adopted and exemption claimed were correct and in order. However it is believed that this position will likely be upheld in the appellate process. Hence, in view of the contingent nature of demand, the Company has classified the same under contingent liability.

V. The Company has received Order-in-Original C.A.O. No. CC-VA/24/2018-19 Adj. (I) ACC dated 28.02.2019 confirming the demand of Customs Duty amounting to Rs. 2,30,33,813/-. The Order also imposes penalty Rs. 4,61,38,438/-and penalty of 20,00,000/-. The Order states that Cameras imported by the Company was classified under wrong CTH (Customs Tariff Head) and Company has wrongly availed the duty exemption. The Company is not accepting the demand confirmed by the customs department and is contesting it. The Company has already filed an appeal against the same before the Customs, Excise, & Service Tax Appellate Tribunal, Mumbai. The Company as well as it legal advisor are of the view that the classification adopted and exemption claimed by the Company were correct and in order. It is believed that this position will likely be upheld in the appellate process. Hence, in view of the contingent nature of demand, the Company has classified the same under contingent liability.

On 11th April,2023 the Honourable CESTAT has passed an order in favour of the company and has dismissed an earlier order , show cause notice and penalty amounting to Rs. 4,61,38,428/- and Rs. 20,00,000 respectively. Company is in the process of getting refund of amounting to Rs. 1,38,00,000 which was paid as deposit against the above show cause notice.

Note 36: Related party Information

Disclosure of transactions with Related Parties, as required by Ind AS 24 "Related Party Disclosures" has been set out below. Related parties as defined under clause 9 of the Ind AS 24 have been identified on the basis of representations made by the management and information available with the Company.

A. Names of the Related parties

KMP or relatives have significant influence or have common Directorship:

Bittech Services Click Retail Private Limited Secure Connection Private Limited Shilpa Global Pvt. Ltd.

Compunics Technologies Llc Rinavaa Technologies Pvt. Ltd.

Subsidiary

Creative Peripherals and Distribution Ltd (Hong Kong)

Secure Connection Pvt Ltd. (Hong Kong)

Creative E-Commerce Ventures Private Limited

Key management personnel and their relatives

Ketan Chhaganlal Patel - Chairman & Managing Director Vijay Advani - Whole Time Director

Purvi Ketan Patel - Whole Time Director & Woman Director

Abhijit Kanvinde - Chief Financial Officer

Tejas Doshi - Company Secretary and Chief Compliance Officer

Kurian Chandy - Independent Director

Suresh Bhagavatula - Independent Director

Mihir Shah - Independent Director

Prachi Jain - Independent Director

Nidhi Ketan Patel - Relative of Director

Dhvani Ketan Patel - Relative of Director

Note 38: Dividend

During the year the company has paid dividend for the year ended 31st March, 2023 of Rs. 0.50 per equity share as final dividend which was approved in annual general meeting on 25th September, 2023.

Note 39: Segment Information

The Company has identified following reporting segments based on the information:

1 Enterprise Business - EB

2 Fast Moving Social - Media Gadgets - FMSG

3 Fast Moving Electronics Goods - FMEG

4 Fast Moving Consumer Technology - FMCT

The above business segments have been identified considering:

1 the nature of products and services

2 the differing risks and returns

3 the internal organisation and management structure, and

4 the internal financial reporting systems

Note 40: Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. A CSR committee has been formed by the company as per the Act.

As per Section 135 of the Companies Act, 2013, the Company is required to spend Rs. 43.33 Lakhs (Previous year Rs. 33.13 Lakhs) as per the provisions of Section 135 of the Companies Act, 2013. During the year the company has spent Rs. 44.75 Lakhs (Previous year Rs. 33.50 lakhs towards providing quality education to underprivileged and marginalized children, recognizing it as a key tool to break the cycle of poverty. By empowering these young minds through education, the foundation helps them create better futures for themselves and their families. which are eligible expenditure as specified under schedule VII of the Companies Act, 2013.

Note 41:

The Company''s significant leasing arrangements are in respect of premises used for business, are accounted as a short term lease. The aggregate lease rentals payable are charged as rent in the statement of profit and loss (Refer note 29). These lease arrangements are cancelable in nature and can be terminated by giving notice for a period, which vary from one months to three months.

Note 42

Slump Sale is defined as the transfer of one or more undertakings as a result of the sale for a lump sum consideration without values being assigned to the individual assets and liabilities. The "C-kartOnline" Business Division is an online digital B2B E Commerce platform. The said online platform was developed in-house by the Company to facilitate distributors and suppliers in selling their products electronically. The Software developed for C-kartOnline business operation was shown under the head Intangible Assets.

The company during the year has sold the ""C-kartOnline"" business division as slump sale to M/s World Goods Marketplace Pvt. Ltd for a total consideration of Rs. 1,000 Lakhs vide Business Transfer Agreement dated 20th March 2024 . The company has booked the gain on sale of C-KartOnline division of Rs. 990.43 Lakhs and shown under the head Other Income in Statement of Profit and Loss Account for the year.

Reason for Variance where variance is more than 25%

*Current Ratio has increased in current year due to increase in financial assets and decrease in financial liabilities in comparison to previous year.

**Debt Equity Ratio has reduced and Debt Service Coverage Ratio has increased in comparison to previous year since the company has repaid the borrowings during the year and due to this the Short term and long term borrowings has decreased. Further there was an preferential allotment during the F.Y 2023-24.

“Inventory Turnover ratio has increased in current year as compared to last year due to increase in cost of goods sold on account of increase in revenue from operations during the year and reduction in average inventory holding period as compared to last year. ****Trade Payable turnover ratio has increased as compared to last year since during the year the purchases has increased on account of increase in sales and relatively the average trade payables operating during the year has decreased in comparison to last year.

#Net Capital Turnover Ratio has decreased in current year as compared to previous year since the Revenue from Operations has increased as compared to last year but the Net Assets (Current Assets - Current liabilities) has also increased comparatively due to reduction in Borrowings and increase in Current Financial Assets as compared to last year.

##Return on Equity ratio and Return on Capital Employed has decreased as compared to previous year though the net profit after tax has increased from previous year, there has been increase in Other Equity the Shareholders funds and Capital employed has also increased in current year compared to previous year.

###Return on Investment is calculated on Interest income earned during the year on Average Fixed Deposits held during the year. The Return on Investment has increased in current year due to increase in interest income for Average Investments held during the year.

Note 45- Other Disclosures

a. The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

b. Transaction with struck off companies: The Company does not have any transactions with companies struck- off under Section 248 of the Companies Act, 2013.

c. The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

d. The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

e. The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(i) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or;

(ii) Provide any guarantee, security or the like to or on behalf of the Ultimate beneficiaries.

f. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or;

(ii) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

g. The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

h. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

i. The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post- employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

j. The Company is not declared wilful defaulter by any bank or financial institution or lender during the year.

k. There are no significant subsequent events that would require adjustments or disclosures in the financial statements as on the balance sheet date.

l. The Company has used accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility and the same has been operative throughout the year for all relevant transactions recorded in the respective software. Further, the audit trail feature has not been tampered with and the audit trail has been preserved by the Company as per statutory requirements.

Note 46

Figures for the previous years have been regrouped / restated wherever necessary to conform to current year''s presentation.

Note 47: Approval of financial statements

The financial statements were approved for issue by the board of directors on 16th May, 2024.

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Mar 31, 2023

. During the previous year the company had issued 4,00,000 equity shares and 6,00,000 Fully Convertible Warrants of Face value of Rs. 10 each to one equity share full paid up on preferential basis at an issue price of Rs. 110 per share at a premium of Rs. 100 Per share on Extraordinary General Meeting held on 27th July 2021. The same were allotted to the respective members on 19th August 2021. During the year the above 6,00,000 fully convertible warrants are converted to fully paid 6,00,000 equity shares of face vale of Rs. 10 each and the respective share premium of Rs.

100 per share amounting to 600 Lakhs is included in Share Premium Account under the head Other Equity.

Rights, preferences and restrictions :

i. The company has only one class of shares referred to as equity shares having a par value of Rs 10/- each. Each holder of equity shares is entitled to one vote per share.

ii. The Company declares and pays dividend in Indian rupees. Final dividend, if any, proposed by the Board of Directors is recorded as a liability on the date of the approval of the shareholders in the ensuing Annual General Meeting; in case of interim dividend, it is recorded as a liability on the date of declaration by the Board of Directors of the Company.

iii. In the event of liquidation, the equity shareholders are eligible to receive the residual assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. However, no such preferential amounts exist currently.

The description of the nature and purpose of each reserve within equity is as follows :

a. Securities Premium

The amount received in excess of the face value of the equity shares issued by the Company is recognised in securities premium. The reserve shall be utilised in accordance with the provisions of section 52 of the Companies Act, 2013.

b. Retained Earnings

Retained earnings are the profits that the Company has earned till date. It is a free reserve which can be used for meeting the future contingencies, creating woking capital for business operations, strengthen the financial position of the Company etc.

Note:

a. Term Loan from Axis Bank of Rs. 190.50 Lakhs outstanding as on 31st March 2023 (31st March, 2022 : Rs. 236.50 Lakhs) is secured through first ranking hypothecation / charge / pledge / mortgage of following immovable properties alongwith HDFC Bank

(1) Flat No. 801/B, L T Road, Pratap Heritage

(2) Flat No. A/7, SVP road, Nikunj CHS

(3) Flat No. 102, Disha residency, Khetwadi road

(4) Office No. B 215 Mandapeshwar Industrial estate, Off SV road, Borivali west and Fixed deposit of Rs. 0.83 Crores.

(5) FDR of Rs. 0.83 Crores"

b. Term Loan from HDFC bank is secured with immovable properties as mentioned in point no a) from (1) to (4) above, Book debts and Fixed deposit as provided in latest Sanction letter.

c. ICICI Bank and Daimler - Motor vehicle loan is secured against the mortgage of respective Motor vehicle

d. State Bank of India (ECLGS Loan) is primarily secured against Stocks, RM, finished goods, book debts & receivables and other current assets of the company. Office premises 3rd and 4th Floor Govt. Ind. Estate, Charkop, Kandivali west is mortgaged as collateral security.

e. Term Loan from DBS bank is secured with entire current assets and movable fixed asssets having pari passu charge with Axis, SBI and HDFC bank. Immovable properties as mentioned in point no a) from (1) to (4) above is also hypothecated, and Fixed deposit as provided in latest Sanction letter is to be maintained by the company.

f. All the above term loan are personally guaranteed by Ketan Patel and Purvi Patel, directors of the company.

g. The above loans carry interest rate in the range of 8.25% to 11% p.a

Note No. 31 - Earnings per share (EPS)

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the parent by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the parent (after adjusting profit impact of dilutive potential equity shares, if any) by the aggregate of weighted average number of Equity shares outstanding during the year and the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

Note 32 - Financial Risk Management

The Company''s business activities are exposed to financial risks, namely Credit risk, Liquidity risk .The Company''s Senior Management has the overall responsibility for establishing and governing the Company''s risk management framework. The Company has constituted a Risk Management Committee, which is responsible for developing and monitoring the Company''s risk management policies. The committee reports regularly to the Board of Directors on its activities.

The Company''s risk management policies are established to identify and analyse the risks faced by the company,to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the company''s activities. The audit committee oversees how management monitors compliance with the company''s risk management. Policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the company.

The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported the audit committee

i. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes, if require an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.

During the year the Company has made provision of Rs. 22.73 Lakhs (Rs. 9.70 Lakhs in previous years) against Trade receivables having closing balance at the year end aggregately of Rs. 26.05 Lakhs (Previous year balance was Rs. 19.40 Lakhs). Details of the same are as under:

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

Management monitors rolling forecasts of the Company''s liquidity position on the basis of expected cash flows. This monitoring includes financial ratios and takes into account the accessibility of cash and cash equivalents

Note No. 34 - Disclosure pursuant to Ind AS 19 on "Employee benefits"

The Company has made provision in the Accounts for Gratuity based on Actuarial valuation. The particulars under the Ind AS 19 "Employee Benefits" furnished below are those which are relevant and available to the Company for this year

a. Defined Contribution Plans

The Company''s contribution to Provident Fund and other Fund aggregating to Rs. 48.18 Lakhs (Previous Year Rs. 41.13 Lakhs) has been recognised in the Statement of Profit and Loss under the head Employee Benefits Expense. (Refer Note 27)

c. Risk to the Plan

i. Acturial Risk

The plan is subject to acturial risk such as adverse salary growth, change in demographic experience, inadequate return on underlying plan assets. This may result in an increase in cost of providing these benefits to employee in future.

ii. Liquidity Risk

Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If such employees resign/ retire from the company there can be strain on the cash flows.

iii. Market Risk

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields of the corporate / government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

iv. Legislative Risk

Legislative risk is the risk of increase in the plan liablities or reduction in the plan assets due to change in the legislation/regulation. The government may amend the Payment of Gratutity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is effective.

vii. The estimate of rate of escalation in salary considered in actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors, including supply and demand in the employment market.

viii. Expected rate of return on Plan Assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

ix. The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

x. The company has not invested or maintained any plan assets against the above defined obligation. The company is of the view to manage the defined liabilty from it''s own liquidity.

* The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The sensitivity analysis presented above may not be representative of the actual change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

i. Demand for F.Y 2019-20 was raised by the CPC via Intimation Order dated 20th December 2021. Demand was raised by CPC due to clerical error, after required follow up with Income Tax department the wrongful demand raised by the Income Tax department was deleted in the current year however interest amount on the wrongful demand has emerged on the income tax portal which is again incorrect. The company is following up with the Income Tax department to resolve the same and in the company opinion the interest demand shall not be materialised.

ii. DGGI GST order : On 05th April,2023, Directorate General of GST Intelligence , Gurugram zonal unit passed an order under section 83 of CGST act, asking that the company to pay a GST amount of Rs. 1,28,44,959 for wrongful availment of Input tax credit. Our Counsel are of the opinion that this order is unjustified andthe companyhas moved against this order in High court of Punjab and Haryana. We believe that the position of the company will be upheld in the High court. Hence in view of contingent nature of demand , company has classified the same under contingent liability.

iii. GST Audit Order: GST audit team of Delhi circle 6 Group 2, have passed an order against the company stating that the company has charged wrong rate of SGST and CGST in case of certain products. Company and its counsel are of the opinion that our position is correct. Hence company has preferred an appeal against this order. In view of contingent nature of demand, company has classified the same under contingent liability.

iv. The Company has received a demand of Customs Duty via Show Cause Notice dated 13th March, 2018 amounting to Rs.1,86,19,246/- (without interest and penalty) from the Office of the Principal Commissioner of Customs, Mumbai, alleging that the import of Cameras was classified under wrong CTH (Customs Tariff Head) and Company has wrongly availed the duty exemption. The Company is not accepting the demand raised by the customs department and is contesting it. The company as well as it legal advisor are of the view that the classification adopted and exemption claimed were correct and in order. However it is believed that this position will likely be upheld in the appellate process. Hence, in view of the contingent nature of demand, the Company has classified the same under contingent liability.

v. The Company has received Order-in-Original C.A.O. No. CC-VA/24/2018-19 Adj. (I) ACC dated 28.02.2019 confirming the demand of Customs Duty amounting to Rs. 2,30,33,813/-. The Order also imposes penalty Rs. 4,61,38,438/-and penalty of 20,00,000/-. The Order states that Cameras imported by the Company was classified under wrong CTH (Customs Tariff Head) and Company has wrongly availed the duty exemption. The Company is not accepting the demand confirmed by the customs department and is contesting it. The Company has already filed an appeal against the same before the Customs, Excise, & Service Tax Appellate Tribunal, Mumbai. The Company as well as it legal advisor are of the view that the classification adopted and exemption claimed by the Company were correct and in order. It is believed that this position will likely be upheld in the appellate process. Hence, in view of the contingent nature of demand, the Company has classified the same under contingent liability.

On 11th April,2023 the Honourable CESTAT has passed an order in favour of the company and has dismissed an earlier order , show cause notice and penalty amounting to Rs. 4,61,38,428/- and Rs. 20,00,000 respectively. Company is in the process of getting refund of amounting to Rs. 1,38,00,000 which was paid as deposit against the order passed by commissioner of customs

As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. A CSR committee has been formed by the company as per the Act.

As per Section 135 of the Companies Act, 2013, the Company is required to spend Rs. 33.13 Lakhs (Previous year Rs. 23.39 Lakhs). During the year the company has spent Rs. 33.50 Lakhs (Previous year Rs. 24.00 lakhs) towards providing Food Items, Plantation, Women''s Welfare, Education and other social activities which are eligible expenditure as specified under schedule VII of the Companies Act, 2013."

In previous Financial year 2021-22, 2 parties were inadvertently shown as Creditors for expenses instead of Trade payable (Creditors for Goods) in the Balance sheet of previous year amounting to Rs. 8.72 Crores. During the year these errors were identified and the same is rectified in these restated financial statements of previous years. The said error corresponds to financial year 2021-22 only and not preceding financial years of 2021-22. There is no impact or change in the Statement of Profit and Loss Account of the previous year or current year and thus no change in earnings per share of previous year.

Note 42

The Company''s significant leasing arrangements are in respect of premises used for business, are accounted as a short term lease. The aggregate lease rentals payable are charged as rent in the statement of profit and loss (Refer note 29). These lease arrangements are cancellable in nature and can be terminated by giving notice for a period, which vary from one months to three months.

Note 43

In the month of June 2021, a fire broke out in the Bangalore warehouse where a part of stock in trade was damaged which was insured with the Insurance company. The incident was duly informed to the concerned regulatory authorities in due time. We have received the insurance claim of Rs. 1.49 Crores against the loss or damage of goods due to fire and we have recognised the actual loss of Rs. 12.57 lakhs in the financials under the head exceptional item in the Statement of Profit and Loss Account.

Reason for Variance where variance is more than 25%

*Inventory Turnover ratio is increased in current year as compared to last year due to increase in cost of goods sold on account of increase in revenue from operations during the year and the average inventory holding is also increased in current year as compared to last year.

**Trade Receivable turnover ratio is increased as compared to last year since during the year the revenue from operations has increased and relatively the average trade receivables has also increased in comparison to last year.

***Trade Payable turnover ratio is increased as compared to last year since during the year the purchases has increased on account of increase in sales and relatively the average trade payables has also increased in comparison to last year.

Note 46 - Other Disclosures

a. The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

b. Transaction with struck off companies: The Company does not have any transactions with companies struck- off under Section 248 of the Companies Act, 2013.

c. The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

d. The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

e. "The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(i) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or;

(ii) Provide any guarantee, security or the like to or on behalf of the Ultimate beneficiaries."

f. "The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or;

(ii) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries."

g. The Company do not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

h. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

i. The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post- employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

j. The Company is not declared wilful defaulter by any bank or financial institution or lender during the year.

k. There are no significant subsequent events that would require adjustments or disclosures in the financial statements as on the balance sheet date.

The financial statements were approved for issue by the board of directors on 27th May, 2023

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Mar 31, 2021

(i) Loans and Advances to Employees included above are Interest free in nature which meets the definition of Finanical Assets and are dealt accordingly in accordance with Ind As 109.

(ii) Loans and Advances to Others represents Advance paid against Clearing charges.

(iii) The company has received a favourable order from the Tribunal (CESTAT) dated 17th July 2020, holding that the cameras imported are Digital Still Image Video Camera and entitled to a NIL duty rate. Basis this order, the company has applied for a refund of the excess duties paid under protest in the past amounting Rs. 4,62,08,851/- (Rupees Four Crore Sixty Two Lacs Eight Thousand Eight Hundred and Fifty One only).

d.Rights, preferences and restrictions :

i. The company has only one class of shares referred to as equity shares having a par value of Rs 10/- each. Each holder of equity shares is entitled to one vote per share.

ii. The Company declares and pays dividend in Indian rupees. Final dividend, if any, proposed by the Board of Directors is recorded as a liability on the date of the approval of the shareholders in the ensuing Annual General Meeting; in case of interim dividend, it is recorded as a liability on the date of declaration by the Board of Directors of the Company.

iii. In the event of liquidation, the equity shareholders are eligible to receive the residual assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. However, no such preferential amounts exist currently.

a. Share Premium

Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of section 52 of the Companies Act, 2013.

b. Retained Earnings

Retained earnings are the profits that the Company has earned till date. It is a free reserve which can be used for meeting the future contingencies, creating woking capital for business operations, strengthing the financial position of the Company etc.

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the parent by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the parent (after adjusting profit impact of dilutive potential equity shares, if any) by the aggregate of weighted average number of Equity shares outstanding during the year and the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

The company''s business activities are exposed to financial risks, namely credit risk, liquidity risk .The Company''s Senior Management has the overall responsibility for establishing and governing the Company''s risk management framework. The Company has constituted a Risk Management Committee, which is responsible for developing and monitoring the Company''s risk management policies. The committee reports regularly to the Board of Directors on its activities.

The company''s risk management policies are etablished to identify and analyse the risks faced by the company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the company''s activities.The audit committee oversees how management monitors compliance with the company''s risk management. Policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the company.

The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported the audit committee

i. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes, if require an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

Management monitors rolling forecasts of the Company''s liquidity position on the basis of expected cash flows. This monitoring includes financial ratios and takes into account the accessibility of cash and cash equivalents

Note 33 Capital Management

For the purpose of the Company''s capital management, capital includes issued capital and other equity reserves. The primary objective of the Company''s Capital Management is to maximise shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The Company monitors capital using Adjusted net debt to equity ratio. For this purpose, adjusted net debt is defined as total debt less cash and bank balances

Risk to the Plan

i. Acturial Risk

The plan is subject to acturial risk such as adverse salary growth, change in demographic experience, inadequate return on underlying plan assets. This may result in an increase in cost of providing these benefitsto employee in future.

ii. Liquidity Risk

Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some os such employees resign/ retire from the company there can be strain on the cash flows.

iii. Market Risk

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields of the corporate / government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

iv. Legislative Risk

Legislative risk is the risk of increase in the plan liablities or reduction in the plan assets due to change in the legislation/regulation. The government may amend the Payment of Gratutity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is effective.

vii. The estimate of rate of escalation in salary considered in actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors, including supply and demand in the employment market.

viii. Expected rate of return on Plan Assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

ix. The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

x. The company has not invested or maintained any plan assets against the above defined obligation. The company is of the view to manage the defined liabilty from it''s own liquidity.

* The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The sensitivity analysis presented above may not be representative of the actual change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

The Company has received a demand of Customs Duty via Show Cause Notice dated 13th March, 2018 amounting to Rs.1,86,19,246/- (without interest and penalty) from the Office of the Principal Commissioner of Customs, Mumbai, alleging that the import of Cameras was classified under wrong CTH (Customs Tariff Head) and Company has wrongly availed the duty exemption. The Company is not accepting the demand raised by the customs department and is contesting it. The company as well as it legal advisor are of the view that the classification adopted and exemption claimed were correct and in order. However it is believed that this position will likely be upheld in the appellate process. Hence, in view of the contingent nature of demand, the Company has classified the same under contingent liability.

The Company has received Order-in-Original C.A.O. No. CC-VA/24/2018-19 Adj. (I) ACC dated 28.02.2019 confirming the demand of Customs Duty amounting to Rs. 2,30,33,813/-. The Order also imposes penalty Rs. 4,61,38,438/- and penalty of 20,00,000/-. The Order states that Cameras imported by the Company was classified under wrong CTH (Customs Tariff Head) and Company has wrongly availed the duty exemption. The Company is not accepting the demand confirmed by the customs department and is contesting it. The Company has already filed an appeal against the same before the Customs, Excise, & Service Tax Appellate Tribunal, Mumbai. The Company as well as it legal advisor are of the view that the classification adopted and exemption claimed by the Company were correct and in order. It is believed that this position will likely be upheld in the appellate process. Hence, in view of the contingent nature of demand, the Company has classified the same under contingent liability.

The above dispute is still to be decided and hence the position on the even date for the above matter remains same.

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Mar 31, 2018

NOTE 1:

Corporate Information:

CREATIVE PERIPHERALS AND DISTRIBUTION LIMITED (Formerly known as CREATIVE PERIPHERALS AND DISTRIBUTION PRIVATE LIMITED) is a Company domiciled in India and incorporated on 22nd September, 2004 underthe provisions of The Companies Act, 1956. The company is an IT distributor of a wide range of IT products, imaging products and lifestyle products catering to specific customer needs. The Company carters to both domestic and international markets.

Terms/Rights attached to Equity Shares The Company has only one class of shares referred to as equity shares having a per value of Rs.10/-. Each holder of equity share is entitled to one vote per share. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by shareholders.

Details of Shares held by each shareholder holding more than 5% shares:-

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest the above shareholding represents both legal and beneficial ownerships of shares.

Cash Credit from banks is secured against hypothecation of Stocks & Book Debts. The Cash Credit is repayable on demand and carries interest @ 11.15 to 10.75% Cash Credit and Buyer''s Credit is guaranted by Director and Chairperson and whole time director Unsecured loan from Directors and relative of directors/shareholder carries interest @ 12% p.a. Loans and Advances from Others Repayable on Demand carries interest @ 16% to 14%

2. The company has not received the required information from the vendors regarding their status under the Micro, Small and Medium Enterprises development Act,2006. Hence disclosure, if any relating to amounts unpaid as at the year end together with interest paid/payable as required under the said act have not been made.

##The Company has received a demand of Customs Duty via Show Cause Notice dated 13th March, 2018 amounting to Rs. 1,86,19,246/- (without interest and penalty) from the Office of the Principal Commissioner of Customs, Mumbai, alleging that the import of Cameras was classified under wrong CTH (Customs Tariff Head) and Company has wrongly availed the duty exemption. The Company is not accepting the demand raised by the customs department and is contesting it. The company as well as it legal advisor are of the view that the classification adopted and exemption claimed were correct and in order. However it is believed that this position will likely be upheld in the appellate process. Hence, in view of the contingent nature of demand, the Company has classified the same under contingent liability.

NOTE 3 DIVIDEND

Dividends declared by the Company are based on profits available for distribution. Distribution of dividends out of general reserve and retained earnings is subject to applicable dividend distribution tax. On May 21, 2018, the Board of Directors of the Company have proposed a final dividend of Rs. 0.50 per Equity Share in respect of the year ending March 31, 2018 subject to the approval of shareholders at the Annual General Meeting. Further, promoters of the Company have opted out from their rights to receive dividend. So the above said dividend will be provided to Public share holdings.

NOTE 4

PREVIOUS YEAR FIGURES

Previous year figures have been regrouped to comply with current year groupings.