The highlights of financial results on Standalone and Consolidated basis for the financial year ended onMarch 31, 2025 are as follows:
Standalone
Consolidated
FY 2025
FY 2024
Income from Business Operations
11,146
9,221
25,108
13,159
Other Income
405
331
541
389
Total Income
11,551
9,552
25,649
13,548
Less: Expenditure except Depreciation
9,377
7,814
22,350
11,641
Profit/Loss before Depreciation and Tax
2,174
1,738
3,299
1,907
Less: Depreciation
313
311
515
444
Profit/Loss before Tax
1,861
1,427
2,784
1,463
Less: Tax Expense
479
431
643
Add: Deferred Tax Asset
12
-57
37
-49
Less: Prior Period Taxes
27
0
28
Net Profit/Loss after tax
1,342
1,053
2,077
1,081
Add: Other Comprehensive income
0.00
Net Profit/Loss for the periodEarnings per share
Basic
6
9
13
During the financial year under review, your Company demonstrated a strong and consistentperformance, both on a standalone and consolidated basis, reflecting operational efficiency, marketresponsiveness, and strategic execution.
On a standalone basis, the total income for the year stood at I NR 11,551 Lakhs, representing a significantincrease from INR 9,552 Lakhs in the previous financial year. This growth underscores the Company'sfocused business development efforts and improved capacity utilization.
The Profit Before Tax (PBT) for the year increased to INR 1,861 Lakhs, as compared to INR 1,427 Lakhs inthe previous year. The Profit After Tax (PAT) stood at INR 1,342 Lakhs, registering a rise from INR 1,053Lakhs recorded in the last fiscal year.
The Earnings Per Share (EPS) of the Company is INR 6.00 per share, as compared to INR 12.00 per sharein the previous financial year.
On a consolidated basis, the total income for the year was INR 25,649 Lakhs, compared to INR 13,548Lakhs in the previous year, marking a robust year-on-year growth. The consolidated performance reflectsthe contributions from all subsidiaries and the strategic alignment across group companies.
The above results demonstrate the Company's strong financial foundation and its commitment tosustainable growth through operational excellence, innovation, and a customer-centric approach.
3. Indian Accounting Standards
As per the requirements of notification dated16th February, 2015 issued by the Ministry ofCorporate Affairs (MCA), Financial Statementsof the Company for the Financial Year 2024-2025 have been prepared as per IndianAccounting Standard (IND-AS) specified underSection 133 of the Companies Act, 2013 (theAct), Companies (Indian Accounting Standards)Rules, 2015, and other relevant provisions ofthe Act.
4. Dividend
To conserve the resources for any futurerequirement, your directors do not recommendany dividend for the year ended 31st March,2025.
5. Transfer To Reserves
For the financial year ended 31st March, 2025,the Company does not propose to carry anyamount to General Reserve Account.
6. Capital Structure
On April 09, 2024, an Initial Public Offer (IPO)boosted the number of equity shares to
2.42.86.000. Each equity share has a face valueof Rs. 10/-
As on 31st March, 2025, the Authorized EquityShare Capital of the Company stands at
25.00. 00.000/- divided into 2,50,00,000 EquityShares of Rs. 10/- each.
Issued, Subscribed And Paid-up Share Capital
As on 31st March, 2025, the issued, subscribedand paid-up share capital of the Companystand at 24,28,60,000/- divided into 2,42,86,000Equity Shares of Rs. 10/- each.
During the year under review as the Companyhas not issued any Shares with DifferentialVoting Rights, Stock Options, Sweat Equity, etc.The Company has not bought back any equityshares during the year 2024-2025.
7. Transfer Of Unclaimed Dividend ToInvestor Education And ProtectionFund
Since there was no unpaid/unclaimed Dividenddeclared or paid by the Company, theprovisions of Section 125 of the CompaniesAct, 2013 do not apply on the Company for theperiod under review.
8. Dematerialisation Of Equity Shares
As on 31 st March, 2025, all the equity shares ofthe Company are in dematerialized form witheither of the Depositories viz. NSDL and CDSL.The ISIN No. allotted to the Company isINE0R7401011.
9. Details Of Subsidiary / JointVentures / Associate Companies
The Company has two Wholly OwnedSubsidiary Companies i.e. Wahren India PrivateLimited and Creative Graphics PremediaPrivate Limited within the meaning of Section2(87) of the Companies Act, 2013 ("Act”) andthere are no associates or joint venturecompanies within the meaning of Section 2(6)of the Companies Act, 2013 ("Act”). Pursuant tothe provisions of Section 129(3) of the Act, astatement containing the salient features offinancial statements of the Company'ssubsidiary is mentioned in Form AOC-1 ismarked as "Annexure-A” and form part of thisreport.
10. Change In The Nature Of Business
During the year under review, there is nochange in the nature of business of Company.
11. Public Deposits
During the year under review, your Companyhas not accepted/renewed any public depositsunder Section 73 of the Act read withCompanies (Acceptance of Deposits) Rules,2014 and as such, no amount of principal orinterest was outstanding as of the BalanceSheet date. There were no unclaimed depositsat the end of Financial Year i.e. 31st March,2025.
12. Revision Of Financial Statement
There was no revision of the financialstatements of the company, for the year underreview.
13. Management Discussion &Analysis Report
Management Discussion and Analysis Reportfor the year under review, as stipulated underRegulation 34 of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 201 5, ispresented in a separate section of this BoardReport.
14. Directors And Key ManagerialPersonnel
Composition of the Board:
The Company, being a SME Listed Entity, hasproper constitution of Board of Directors. As on31st March, 2025, our Board comprised of 5members, consisting of 2 Executive Directors(Promoters) including, 1 Non-Executive & Non-Independent Director and 2 IndependentDirectors and none of the directors aredisqualified under Section 164 of theCompanies Act, 2013.
The Independent Directors constitute 1 /3rd ofthe total Board's strength. 1 out of 5 membersis a women Director. The Company compliedwith the requirement for a woman director onthe Board of Directors as is stipulated underSection 149(1) of the Companies Act, 2013.
The following is the Board and Key ManagerialPersonnel Composition as on 31st March,2025:
DIN
Name ofDirectors
Designation
Date ofAppointment
03118826
Mr.
Deepanshu
Goel
Managing
Director
24.01.2014
06777690
Mrs. SarikaGoel
Executive
10342805
Mr. GauravArora
Non- ExecutiveNon-
Independent
06.10.2023
08142779
Mr. NikhilRungta
16.10.2023
10342806
Mr. PuneetSharma
Mr. Sanjaysakalley
Chief
Officer
28.09.2023
Mr. PulkitAgrawal
Chief Financeofficer
24.05.2024
Mrs. PujaAroraMehrotra
Company
Secretary
06.03.2024
Change In Directors / Key ManagerialPersonnel During The Year
During the year, there was no change in thecomposition of the Board of Directors of theCompany. Flowever, Mr. Pulkit Agarwal, KeyManagerial Personnel (KMP), was appointed asthe Chief Financial Officer (CFO) of theCompany with effect from May 24, 2024.Further, Mr. Flemant Upadhya has been re¬designated from the position of CFO to SeniorFinance Manager w.e.f May 24, 2024.
15. Retirement By Rotation
Pursuant to Section 149(13) of the CompaniesAct, 2013, the independent directors are notliable to retire by rotation. Further Section152(6) of the Companies Act, 2013 stipulatesthat 2/3rd of the total number of directors ofthe public company should be liable to retire byrotation and out of such directors, 1 /3rd shouldretire by rotation at every Annual GeneralMeetina of the comoanv.
To meet the requirement of provisions ofSection 152(6) of the Companies Act, 2013 Mr.Gaurav Arora (DIN: 10342805) Non- ExecutiveNon-Independent Director will be retiring byrotation at the ensuing 11th Annual GeneralMeeting and being eligible, offers himself for re¬appointment. The Board recommends his re¬appointment to the Board of Directors of theCompany at the ensuing 11th Annual GeneralMeeting.
A resolution seeking Shareholders' approval forhis re-appointment along with other requireddetails forms part of the Notice.
16.Statement On Declaration Given ByIndependent Directors
All Independent Directors have givendeclarations under Section 149(7) of theCompanies Act, 2013 that they meet the criteriaof Independence as laid down under section149(6) of the Companies Act, 2013 and Rulesmade thereunder to be read with SEBI (ListingObligation & Disclosure Requirement)Regulation, 201 5. Further, in the opinion of theBoard, the Independent Directors also possessthe attributes of integrity, expertise andexperience as required to be disclosed underRule 8(5) (iiia), of the Companies (Accounts)Rules, 2014.
17.Opinion Of The Board With RegardTo Integrity, Expertise AndExperience (Including The
Proficiency) Of Independent
Directors:
The Board of Directors of our Company are ofthe opinion that the Independent Directors ofthe Company are persons of integrity andpossess the relevant expertise, appropriateskills, experience and knowledge in one or morefields like accounts, finance, audit, informationtechnology, general administration, businessstrategy, investment banking and CompanyLaw.
Pursuant to the requirements of Section 150 ofthe Companies Act, 2013 read with Rules 6(1),6(2) & 6(3) of the Companies (Appointment andQualification of Directors) Rules, 2014, all theIndependent Directors of the Company haveregistered their names in the Data Bankmaintained by the Indian Institute of CorporateAffairs, Manesar ("I ICA") and will comply withRule 6(4) of the Companies (Appointment andQualification of Directors) Rules, 2014regarding passing of online proficiency self-assessment test conducted by IICA within theprescribed time.
18. Familiarization Programme ForIndependent Directors
Pursuant to the provisions of Regulation 25(7)of Listing Regulations, 2015, the Board hasframed a policy to familiarize IndependentDirectors about the Company. The same canbe assessed at
httDs://creativearaDhics.net.in/home/wD-content/loads/2024/03/7.-Policv-for-Familiarisation-Programme-for-independent-Directors.pdf
19. Independent Directors' Meeting
As per Schedule IV of the Companies Act, 2013and the Rules framed thereunder read withRegulation 25 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations,2015, the Independent Directors of theCompany shall hold at least one meeting in ayear, without the attendance of Non-Independent Directors. At such meetings, theIndependent Directors shall (i) review theperformance of Non-Independent Directors andthe Board as a whole, (ii) review theperformance of Chairman of the Companyafter taking into account views of Executivesand Non-Executive Directors and (iii) assessthe quality, quantity and timeliness of flow ofinformation between the Company'smanagement and the Board that is necessaryfor the Board to effectively and reasonablyperform their duties.
During the year under review, meeting of theIndependent Directors of the Company washeld on 29th March, 2025. All the IndependentDirectors were present at the said meeting.
20. Annual Return
The information required pursuant to theprovisions of Section 134 (3) (a) and Section 92(3) of the Companies Act, 2013 read with Rule12 of Companies (Management andAdministration) Rules, 2014. The Annual Returnfor the financial year ended on March 31st,2025 will be available on the website of theCompany after Conclusion of the AGM at belowmentioned link:
(https://creativearaphics.net.in/home/annual-return/1
21. Number Of Meetings Of The BoardOf Directors
During the year 2024-2025, The Board ofDirectors duly met 7 (Seven) times in respect ofwhich proper notices were given and theproceedings were properly recorded and signedin the Minutes Book maintained for thepurpose. Flowever, the Board has not passedany circular resolution.
The Board met 7 (Seven) times in the FinancialYear 2024-2025 viz.05.04.2024, 05.04.2024,
24.05.2024, 28.08.2024, 04.10.2024,
08.11.2024 and 10.02.2025. The interveninggap between the meetings was within theperiod prescribed under the Companies Act,2013, Secretarial Standards-1 issued byInstitute of Company Secretaries of India (ICSI)on Meeting of the Board of Directors.
22. Number Of Meetings Of TheShareholders
a) Annual General Meeting: The 10th AGM ofthe Company was held on September 27,2024 for the FY 2024-2025.
b) Postal Ballot during the financial year2024-2025: During the year under review,the Board of Directors had sought approvalof the Shareholders of the Companythrough Postal Ballot process pursuant tothe provisions of Sections 108 & 110 of theAct read with Rule 20 & 22 of theCompanies (Management andAdministration) Rules, 2014 (as amended)and Regulation 44 of the ListingRegulations, w.r.t. Variation in the objectsof the Initial Public Issue (IPO) as stated inthe Prospectus of the Company dated April5, 2024 and such resolution moved by theCompany had been approved with requisitemajority by the members as on November7, 2024. Detailed voting results along withscrutinizer report has already beenuploaded on the website of the company athttDsV/creativegraDhics.grouD/
23.Secretarial Standards
The Company is in with the applicableSecretarial Standards i.e. SS-1 and SS-2,relating to 'Meetings of the Board of Directors'and 'General Meetings', respectively issued bythe Institute of Company Secretaries of India('ICSI') and approved by the CentralGovernment under Section 118 (10) of the Actfor the Financial Year ended 2024-2025.
24.Annual Secretarial ComplianceReport
The Annual Secretarial Compliance Report, asrequired under Regulation 24A of the SEBI(Listing Obligations and DisclosureRequirements) Regulations, 2015 ("SEBI ListingRegulations”) read with SEBI Circular No.:CIR/CFD/CMD1/27/2019 dated 8th February,2019, is not applicable to our Company due tothe exemption provided under Regulation 1 5(2)of SEBI Listing Regulations. The shares of theCompany are listed on SME Emerge Platformof National Stock Exchange of India Limited.
The Corporate Governance Report, as requiredunder Regulation 34(3) read with Schedule V ofthe SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 ("SEBI ListingRegulations”) is not applicable to our Companydue to the exemption provided underRegulation 15(2) of SEBI Listing Regulations.The shares of the Company are listed on SMEEmerge Platform of National Stock Exchangeof India Limited.
The Audit Committee of the Company isconstituted in line with the provisions of section177 of the Companies Act, 2013 to be read withRegulation 18 of the SEBI (Listing Obligation &Disclosure Requirement) Regulation, 2015.
Composition of Audit Committee as on 31stMarch, 2025 as follows:
Name of theDirector
Position held inthe Committee
Category of Director
Chairperson
independent Director
Member
Executive Director
Company Secretary & Compliance Officer of theCompany acts as Secretary to the Committee
Meetings of Audit Committee
During the financial year ended 31st March,2025, the Audit Committee met Five (05) timesi.e. on 24.05.2024, 20.07.2024, 04.10.2024,
08.11.2024 and 10.02.2025. The maximum gapbetween two meetings was not more than 120days. The requisite quorum was present at allthe Meetings.
The Nomination & Remuneration Committee ofthe Company is constituted in line with theprovisions of Section 178 of the CompaniesAct, 2013 to be read with Regulation 19 of theSEBI (Listing Obligation &DisclosureRequirement) Regulation, 2015.
The Composition of Nomination and
Remuneration Committee as on 31st March,2025 as follows:
Non-Executive
Company Secretary & Compliance Officer of theCompany acts as Secretary to the Committee.
Meetings of Nomination and RemunerationCommittee
During the financial year ended 31st March,2025, the Nomination and RemunerationCommittee met two (02) times i.e. on
24.05.2024 and 28.08.2024. The maximum gapbetween two meetings was not more than 120days. The requisite quorum was present at allthe Meetings.
The Stakeholders' Relationship Committee ofthe Company is constituted in line with theprovisions of section 178 of the CompaniesAct, 2013 to be read with Regulation 20 of theSEBI (Listing Obligation & DisclosureRequirement) Requlation, 2015.
The Composition of Stakeholders' RelationshipCommittee as on 31 st March, 2025 as follows:
Mr. Gaurav
Meetings of Stakeholders' RelationshipCommittee
During the financial year ended 31st March,2025, the Stakeholders' RelationshipCommittee met four (04) times i.e. on
24.05.2024, 20.07.2024, 08.11.2024 and
10.02.2025. The maximum gap between twomeetings was not more than 120 days. Therequisite quorum was present at all theMeetings.
The Vigil Mechanism is part of AuditCommittee of the Company, which isconstituted in line with the provisions ofSection 177 of the Companies Act, 2013 to beread with Regulation 18 & 22 of the SEBI(Listing Obligation & Disclosure Requirement)Regulation, 2015.
The provisions of Section 134(3)(p) of theCompanies Act, 2013 read with SEBI (ListingObligations & Disclosure Requirements)Regulations, 2015 mandate that a FormalAnnual Evaluation is to be made by the Boardof its own performance and that of itsCommittee and individual Directors. ScheduleIV of the Companies Act, 2013 states thatperformance evaluation of the IndependentDirector shall be done by Directors excludingthe Director being evaluated.
The Board carried out a formal annualperformance evaluation as per the criteria/framework laid down by the Nomination &Remuneration Committee of the company andadopted by the Board. The evaluation wascarried out through a structured evaluationprocess to judge the performance of individualDirectors including the Chairperson of theBoard. They were evaluated on parameterssuch as their education, knowledge, experience,expertise, skills, behavior, leadership qualities,level of engagement & contribution,independence of judgment, decision makingability for safeguarding the interest of theCompany, stakeholders and its shareholders.
The performance evaluation of the IndependentDirectors was carried out by the entire Boardexcept the participation of concernedIndependent Director whose evaluation was tobe done. The performance evaluation of theChairperson and the Non-IndependentDirectors was carried out by the IndependentDirectors. The Board was satisfied with theevaluation process and approved theevaluation results thereof.
The term of the statutory auditor, M/s. YogeshKansal & Company, Chartered Accountants,(Firm Registration No. 507136C), completedtheir second term of five consecutive years asthe Statutory Auditors of the company at theconclusion of 11thAGM of the Company to beheld for financial year ending March 2025.Flowever, they have finalized and signed thefinancial statements for the year ended 31stMarch 2025.
Further, M/s RCA AND CO. LLP CharteredAccountants, (Firm Registration No.011602N/N500350), recommended by Boardand audit committee and subject to theapproval of members in the ensuring AGM for aterm of five consecutive years.
This appointment will be effective from theconclusion of the 11th Annual GeneralMeeting and will continue until the conclusionof the 16th Annual General Meeting of the
Company, which is scheduled to be held in thefinancial year ending 31 st March 2030.
The Statutory Auditors have confirmed theireligibility and gualifications reguired underSections 139, 141 and other applicableprovisions, if any, of the Companies Act, 2013and Rules framed thereunder (including anystatutory modification(s) or re-enactment(s)thereof for the time being in force).
32. Explanation Or Comments By TheBoard On Every Qualification OrAdverse Remark By Auditor's InAudit Report
The Auditors' Report for the financial yearended 31st March, 2025 does not contain anygualification, reservations or adverse remark.As regards the comments made in theAuditors' Report, the Board is of the opinionthat they are self-explanatory and does notreguire further clarification.
33.Secretarial Auditor
Pursuant to the provision of Section 204 of theCompanies Act, 2013, read with the Companies(Appointment and Remuneration of ManagerialPersonnel) Rule, 2014, the Company hasappointed M/s. L R & Associates, CompanySecretaries to undertake Secretarial Audit ofthe Company for the Financial Year 2024-2025.The Secretarial Audit was conducted by Ms. CSRiya Luthra, Company Secretary, and the reportthereon is annexed herewith as "Annexure-Band form part of this report.”
34. Internal Audit & Controls
Pursuant to the provisions of Section 138 ofthe Companies Act, 2013 and the Companies(Accounts) Rules, 2014, On 28th May, 2025 theBoard of Directors of the Company hasappointed M/s. Gupta Sudhir Kumar & Co.Chartered Accountant as the Internal Auditorsof the Company for the financial year 2025-2026.
During the year, the Company implementedtheir suggestions and recommendations toimprove the control environment. Their scopeof work includes review of processes forsafeguarding the assets of the Company,review of operational efficiency, effectivenessof systems and processes, and assessing theinternal control strengths in all areas.
35. Cost Auditor
Your directors hereby inform you that theCompany does not fall under the criteria asspecified under Section 148 (1) of CompaniesAct, 2013 read with Companies (Cost Recordand Audit) Rules, 2018 for maintenance of costaccounts. Therefore, the Company is notreguired to maintain the cost records in respectof its products/service. Therefore, noreguirement of Appointment of Cost Auditorarises.
36. Reporting Of Frauds
There was no instance of fraud during the yearunder review, which reguired the StatutoryAuditors, Secretarial auditor or Internal auditorto report to the Audit Committee and / or Boardunder Section 143 (12) of the Act and Rulesframed thereunder.
37. Particular Of Loans, Guarantees OrInvestments Under Section 186 OfThe Companies Act, 2013
Details of Loans, Guarantees and Investmentscovered under the provisions of Section 186 ofthe Act are given in the notes to FinancialStatements forming part of the Annual Report.
38. Particular Of Contracts OrArrangements With RelatedParties
Disclosures for the related party transactionsas per the Section 188 Companies Act, 2013and relevant provisions and SEBI (ListingObligations and Disclosure Reguirements)Regulations, 2015 during the financial yearended March 31, 2025 isn't reguired, being nomaterial related party transactions. Suitabledisclosure as reguired by the Indian AccountingStandards has been made in the notes to theFinancial Statements.
During the financial year 2024-25, the Companyhas not entered into anycontracts/arrangements/transactions withrelated parties which could be consideredmaterial in accordance with the Company'sPolicy on Materiality of Related PartyTransactions. All the transactions made onarm's length basis are being reported in FormNo.AOC-2 in terms of Section 134 of theCompanies Act, 2013 read with Rule 8 of theCompanies (Accounts) Rules, 2014 is annexedas "Annexure-C” and form part of this report.
39. Policy For Determining MaterialSubsidiary
The Company has a Policy for determiningMaterial Subsidiary in line with thereguirements of Regulations 16(1 )(c) and 24 ofthe SEBI (Listing Obligations and DisclosureReguirements) Regulations,2015. The saidpolicy is available on the website of theCompany and can be accessed athttps://creativegraphics.group/
40.Details Of Material Changes AndCommitments Affecting TheFinancial Position Of The CompanyWhich Have Occurred BetweenThe End Of The Financial Year OfThe Company To Which TheFinancial Statements Relate AndThe Date Of The Report, If Any
No material changes and commitmentsaffecting the financial position of the Companyoccurred between the end of financial year towhich this financial statement relates and thedate of this Report.
41.Significant And Material OrdersPassed By Regulators Or Courts OrTribunals Impacting The GoingConcern Status And Company'sOperations In Future
To the best of the Management's knowledge,there has been no material order passed by anyregulator or Court or Tribunal impacting theGoing Concern status of the Company'soperations.
42. Details Of Difference BetweenAmount Of The Valuation Done AtThe Time Of One Time SettlementAnd The Valuation Done WhileTaking Loan From The Banks OrFinancial Institutions Along WithThe Reasons Thereof
During the year under review, there has been noone time settlement of loan taken from Bank &Financial Institution.
The requisite information with regard to conservation of energy, technology absorption, and foreignexchange earnings and outgo, in terms of Section 134(3)(m) of the Companies Act, 2013, read withCompanies (Accounts) Rules, 2014 is given below:
Conservation of energy
1.
the steps taken or impact on conservation of energy
We have undertaken several measures to conserve energy, includingadopting energy-efficient technologies and optimizing productionprocesses to reduce our carbon footprint, investments in UV LEDlighting and automation have significantly improved energy efficiencyacross our facilities. As part of the flexographic printing industry,which supports sustainability, we use technology that allows printingon recyclable mono-layer substrates. Additionally, aligned with circulareconomy principles, we recycle 80% of solvents and treat chemicalsin-house, minimizing waste and environmental impact.
2.
the steps taken by the company for utilizingalternate sources of energy
The company is actively exploring alternative energy sources toimprove energy efficiency and reduce dependence on conventionalpower. This includes conducting feasibility studies for solarinstallations, evaluating renewable energy options, and consideringthird-party green energy procurement.
3.
the capital investment on energy conservationequipment
The company has allocated capital for the installation of energy-efficient equipment, including new air conditioners and HVACsystems. We are also evaluating further investments in advancedlighting systems and planning energy audits to identify additionalopportunities for energy conservation. Additionally, funds are beingconsidered for renewable energy installations and green energyprocurement.
Technology absorption
the efforts made towards technology absorption
The company has taken steps to enhance technology absorption byintroducing Shine LED lamp kits to improve energy efficiency. TheAutomation Engine has been introduced to streamline and automateflexographic prepress workflows, enhancing productivity andconsistency. Additionally, SAP has been rolled out in our subsidiary tostreamline operations and strengthen data management. Wecontinue to evaluate and adopt modern technologies that supportoperational excellence and sustainability.
the benefits derived like product improvement, costreduction, product development or importsubstitution
The company has derived multiple benefits through its initiatives,including improved product consistency and higher throughput.Energy-efficient upgrades have led to significant energy savings andreduced use of replacement parts and consumables. Retrofitting intoexisting machines has optimized costs, while automated qualitychecks have minimized errors. Additionally, manpower utilization hasimproved, and printing and cutting processes have been optimized forbetter efficiency and output.
in case of imported technology (imported during thelast three years reckoned from the beginning of thefinancial year)
The company has been consistently expanding its integration of high-quality imported technologies, adding a new machine or productalmost every year. Recently, the Kodak Flexcel NX Wide 5080 Systemwas imported to strengthen our flexographic capabilities. Thisadvanced system supports high-quality printing, enhances productionefficiency, and aligns with our focus on innovation and performance
4.
the details of technology imported
The imported technology offers a 10% increase in production capacityand the ability to handle larger plate sizes, enabling greateroperational flexibility, it also reduces material wastage and consumes20% less power compared to previous-generation technology,contributing to both cost savings and sustainabilitv.
5.
the year of import
2024
6.
whether the technology been fully absorbed
Yes
7.
if not fully absorbed, areas where absorption hasnot taken place, and the reasons thereof; and
NA
8.
the expenditure incurred on Research andDevelopment
The company continues to invest in research and development todrive innovation in energy conservation and technology absorption.
Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actualinflows during the year
99,462 USD
The Foreign Exchange outgo during the year interms of actual outflows
4,00,180 USD
The provisions of SEBI Regulations forformation of Risk Management Committee arenot applicable to the Company. However, as persection 134 (3) (n) of Companies Act 2013, thecompany regularly maintains a proper check innormal course of its business regarding riskmanagement. Currently, the company does notidentify any element of risk which may threatenthe existence of the company
The Company has framed a Policy onCorporate Social Responsibility pursuant toSection 135 of the Companies Act, 2013 readwith the Companies (Corporate SocialResponsibility Policy) Rules, 2014 and can beaccessed at https://creativegraphics.group/
The Annual Report on Company's CSRactivities of the Company as per theCompanies (Corporate Social ResponsibilityPolicy) Rules, 2014 is annexed as "Annexure-D”and forms part of this report.
The Vigil Mechanism Policy of the Company isconstituted in line with the provisions of section177 of the Companies Act, 2013 to be read withRegulation 22 of the SEBI (Listing Obligation &Disclosure Requirement) Regulation, 201 5. TheCompany promotes ethical behavior in all itsbusiness activities. Towards this, the Companyhas adopted a Policy on Vigil Mechanism andwhistle blower policy. Protected disclosurescan be made by a whistle blower through an e-mail or a letter to the Compliance Officer or theSenior HR Manager or to the Chairperson of theAudit Committee.
The Audit Committee also reviewscomplaints/issues (if any) raised through VigilMechanism or by any Whistle blower on aquarterly basis. The whistle blower policy isuploaded on the website of the Company andcan be accessed at
httDsV/creativearaDhics.arouD/
During the year under review, no protecteddisclosure concerning any reportable matter inaccordance with the Vigil Mechanism andWhistle Blower Policy of the Company wasreceived by the Company.
47. Prevention Of Sexual HarassmentAt Workplace
The Company has complied with the provisionrelating to the constitution of InternalCommittee under POSH, 2013. In the BoardMeeting held on 28th December, 2024 theCompany had reconstituted the InternalCommittee.
During the year under review, no complaintpertaining to sexual harassment at work placehas been received by the Company.
48. Compliance With The MaternityBenefit Act, 1961
The Company has complied with the provisionsof the Maternity Benefit Act, 1961, including allapplicable amendments and rules framedthereunder. The Company is committed toensuring a safe, inclusive, and supportiveworkplace for women employees. All eligiblewomen employees are provided with maternitybenefits as prescribed under the MaternityBenefit Act, 1961, including paid maternityleave, nursing breaks, and protection fromdismissal during maternity leave.
The Company also ensures that nodiscrimination is made in recruitment or serviceconditions on the grounds of maternity.Necessary internal systems and HR policies arein place to uphold the spirit and letter of thelegislation.
49. Gender-wise Composition OfEmployees
In alignment with the principles of diversity,eguity, and inclusion (DEI), the Companydiscloses below the gender composition of itsworkforce as on the March 31, 2025.
Male Employees: 374 employeesFemale Employees: 45 employeesTransgender Employees: NIL
This disclosure reinforces the Company'sefforts to promote an inclusive workplaceculture and egual opportunity for all individuals,regardless of gender.
50. Dividend Distribution Policy
The reguirements of formulation of DividendDistribution Policy as mentioned underRegulation 43A of the SEBI (Listing Obligationsand Disclosure Reguirements) Regulations,2015 is not applicable to our Company as ourCompany does not fall under top 1000 listedCompanies based on market capitalization asof 31st March, 2025.
51. Business Responsibility AndSustainability Report:
The Business Responsibility and SustainabilityReport, as per Regulation 34(2)(f) of the SEBI(Listing Obligations and DisclosureReguirements) Regulations, 2015, is notapplicable to our Company as our Companydoes not fall under top 1000 listed Companieson the basis of market capitalization as of 31 stMarch, 2025.
52. Internal Control Systems And TheirAdequacy
The Company has a robust and comprehensiveInternal Financial Control systemcommensurate with the size, scale andcomplexity of its operation. The systemencompasses the major processes to ensurereliability of financial reporting, compliance withpolicies, procedures, laws, and regulations,safeguarding of assets and economical andefficient use of resources.
The Company has performed an evaluation andmade an assessment of the adeguacy and theeffectiveness of the Company's InternalFinancial Control System. The StatutoryAuditors of the Company have also reviewedthe Internal Financial Control systemimplemented by the Company on the financialreporting and in their opinion, the Companyhas, in all material respects, adeguate InternalFinancial Control system over FinancialReporting and such Controls over FinancialReporting were operating effectively as on 31 stMarch, 2025 based on the internal control overfinancial reporting criteria established by theCompany.
The policies and procedures adopted by theCompany ensures the orderly and efficientconduct of its business and adherence to thecompany's policies, prevention and detection offrauds and errors, accuracy & completeness ofthe records and the timely preparation ofreliable financial information.
The Internal auditors continuously monitor theefficacy of internal controls with the objectiveof providing to the Audit Committee and theBoard, an independent, objective andreasonable assurance on the adeguacy andeffectiveness of the organisation's riskmanagement with regard to the internal controlframework.
Audit committee meets regularly to reviewreports submitted by the Internal Auditors. TheAudit Committee also meet the Company'sStatutory Auditors to ascertain their views onthe financial statements, including the financialreporting system and compliance toaccounting policies and procedures followed bythe Company.
53. Personnel Relations
Your Directors hereby place on record theirappreciation for the services rendered byexecutives, staff and other workers of theCompany for their hard work, dedication andcommitment.
During the year under review, relations betweenthe Employees and the Management continuedto remain cordial.
54. Particulars Of Employees
The Particulars of remuneration of Employeesduring the year 2023-24 pursuant to theprovisions of Section 197 of CompaniesAct,2013 read with the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 is disclosed as an"Annexure-E” and forms part of this Report.
Disclosure as per Rule 5(2) & 5(3) of theCompanies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 Disclosureof Top Ten Employees in terms ofremuneration drawn and the name of everyemployee is given in "Annexure-F” and formspart of this Report.
The remuneration paid to all Key ManagerialPersonnel was in accordance with theremuneration policy as adopted by thecompany.
55. Remuneration Policy Of DirectorsAnd Key Managerial Personnel
The Board on the recommendation ofNomination &Remuneration Committee frameda policy for selection and appointment ofDirectors, Senior Management Personnel andfixation of their remuneration thereof. ThePolicy contains, inter-alia, directors'appointment and remuneration includingcriteria for determining gualifications, positiveattributes, independence of a Director, etc. Thesame can be accessed athttps://creativegraphics.group/
56. Annual Listing Fees / Charges
The shares of the Company are presently listedat NSE Emerge. All statutory dues includingAnnual Listing Fees for the Financial Year 2025-2026 has been paid by the Company.
62. Disclosure Of Statement Of Deviation(s) Or Variation(s) Under Regulation 32 OfSEBI (Listing Obligations And Disclosure Requirements), Regulations, 2015
The Company raised funds through an Initial Public Offer (IPO) on April 9, 2024, with the eguity shareslisted on the NSE EMERGE Platform of the National Stock Exchange of India Ltd. The proceeds from theaforesaid issue are being utilized for the purposes for which they were raised, in accordance with theterms of the issue.
The obiects of the issue and the utilization of the net proceeds are as follows:
S.No
Particulars of Object
Proposed Utilizationof Proceeds as perProspectus
Amount ActuallyUtilized by theCompany
Balance AmountAvailable forUtilization
1
To meet out the working capital requirements ofour company "Creative graphics”;
1,500.00
500.00
1,000.00
2
Repayment/prepayment, in part or full, of certain ofour borrowings;
1,100.00
1,079.86
20.14
3
To meet out the capital expenditure of ourcompany "Creative graphics”;
4
To meet out the inorganic growth throughunidentified acquisition for company;
5
General Corporate Expenses
860.35
849.27
11.08
Fund utilized for meetinq IPO Expenses
479.65
Total
5,440.00
2,908.78
2,531.22
However, the Board of Directors proposes to deploy the unutilized amount for the working capitalreguirements of a wholly owned subsidiary, Wahren India, which is growing at a much higher ratecompared to the holding company. The company proposes to deploy the remaining net proceeds asfollows:
Particular
Amount to funded from
Estimated Deployment
Net Proceeds
FY 2026
To meet out the working capital requirements of ourcompany "Wahren”
Further, the Board of Directors sought the approval of the shareholders of the Company through a PostalBallot process. The notice, dated October 4, 2024, proposed the following resolution:
• Variation in the objects of the Initial Public Offer (IPO) as stated in the Prospectus of the Companydated April 5, 2024.
The resolution was passed with the reguisite majority by the shareholders as on November 7,2024.
The Board of Directors has framed a Code ofConduct for all Board Members and SeniorManagement Personnel as per Regulation17(5) of SEBI (Listing Obligations andDisclosure Reguirements), Regulations, 2015.Additionally, all Independent Directors of thecompany shall be bound by duties ofIndependent Directors as set out in CompaniesAct, 2013 to be read with SEBI ListingRegulations, 201 5.
The Board of Directors has laid down the Codeof Practices and Procedures for FairDisclosures of Unpublished Price SensitiveInformation as per Regulation 8(1) of SEBI(Prevention of Insider Trading) Regulations,2015 & Code of Conduct to Regulate, Monitorand Report trading by the Designated Personsas per Regulation 9(1) of SEBI (Prevention ofInsidpr Tradinnl Rpm ilatinns 2015
All Board Members, Key Managerial Personneland Senior Management Personnel haveaffirmed compliance with the Code of Conduct.
Disclosure of Credit Rating is not applicable onthe company during the year 2024-2025.
SEBI processes investor complaints in acentralized web-based complaints redressalsystem i.e. SCORES. Through this system ashareholder can lodge complaint against acompany for his grievance. The companyuploads the action taken on the complaintwhich can be viewed by the shareholder. Thecompany and shareholder can seek andprovide Clarifications online through SEBI.
During the financial year 2024-2025, there wereno complaints received from the investors. Thedesignated email id for Investor complaints iscs@creativegraphics.net.in.
In terms of Section 134(5) of the Companies
Act 2013, the Directors, would like to state as
follows:
a) In the preparation of the Annual Accounts,the applicable accounting standards havebeen followed along with properexplanation relating to material departures;
b) the Directors had selected such accountingpolicies and applied them consistently andmade judgments & estimates that arereasonable and prudent so as to give a true& fair view of the state of affairs of thecompany at the end of the financial yearand of the profit & loss of the Company forthat period;
c) The Directors had taken proper & sufficientcare for the maintenance of adeguateaccounting records in accordance with theprovisions of this act for safeguarding theassets of the company and for preventing& detecting fraud & other irregularities;
d) The Directors had prepared the AnnualAccounts on a going concern basis;
e) The Directors had laid down InternalFinancial Controls to be followed by theCompany and such controls are adeguateand are operating effectively;
f) The Directors had devised proper systemsto ensure compliance with the provisionsof all applicable laws and that suchsystems were adeguate and operatingeffectively.
The Board of Directors state that no disclosureor reporting is reguired in respect of thefollowing matters as there were notransactions or applicability pertaining to thesematters during the year under review:
a) Issue of eguity shares with differentialrights as to dividend, voting or otherwise.
b) Issue of shares (including sweat eguityshares and Employees' Stock OptionsSchemes) to employees of the Companyunder any scheme.
c) Fraud reported by the Auditors to the AuditCommittee or the Board of Directors of theCompany.
d) Scheme of provision of money for thepurchase of its own shares by employeesor by trustees for the benefit of employees.
e) Payment of remuneration or commissionfrom any of its holding or subsidiarycompanies to the Managing Director of theCompany.
In commitment to keeping in line with the Green Initiative and going beyond it to create new greeninitiations, an electronic copy of the Notice of the 11th Annual General Meeting of the Company alongwith a copy of the Annual Report is being sent to all Members whose email addresses are registered withthe Company/ Depository Participant(s) and will is also available at the Company's website athttps://creativearaphics.group/
It is our strong belief that caring for our business constituents has ensured our success in the past andwill do so in future. The Board acknowledges with gratitude the co-operation and assistance provided tothe company by its bankers, financial institutions, and government as well as non-government agencies.The Board wishes to place on record its appreciation to the contribution made by employees of thecompany during the year under review.
The Company has achieved impressive growth through the competence, hard work, solidarity,cooperation and support of employees at all levels. Your directors give their sincere gratitude to thecustomers, clients, vendors and other business associates for their continued support in the Company'sgrowth.
The Board also takes this opportunity to express its deep gratitude for the continued co-operation andsupport received from its valued shareholders.
For and on behalf of the BoardFor Creative Graphics Solutions India Limited
Date: 26th August, 2025Place: Noida
Deepanshu Goel Sarika Goel
Managing Director Executive Director
DIN: 03118826 DIN: 06777690