Creative Eye Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present the 39th Annual Report and the Companys Audited Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL RESULTS.

The financial performance of the Company for the financial year ended March 31, 2025 is summarized below:

(Rs.In Lacs)

PARTICULARS	31.03.2025	31.03.2024
Revenue From Operation	260.80	47.20
Less: Cost of Production	0.00	2.99
Gross Profit/loss	260.80	44.21
Other Income	87.54	90.49
Total	348.34	134.70
Less: Other Expenses before interest and Depreciation	323.33	300.65
Operating Profit/(Loss)	25.01	(165.95)
Less: Interest	90.27	85.61
Less: Depreciation	6.49	7.41
Net Profit/(Loss) before Tax	(71.75)	(258.97)
Less: Provision for Deferred Tax	0	0
Less: Current Tax ( MAT)	0	0
Less: Taxation Adjustments for earlier year (including MAT Credit Entitlement )	0	0
Net Profit/(Loss) after tax	(71.75)	(258.97)
Other Comprehensive income /(Loss) for the year	5.54	54.56
Total Comprehensive income /(Loss) for the year	(66.21)	(204.41)
Earning per share
Basic	(0.36)	(1.29)
Diluted	(0.36)	(1.29)

COMPANYS FINANCIAL PERFORMANCE

During the year under review, the Company recorded an operating turnover of 260.80 Lacs as compared to previous year of Rs. 47.20 Lacs. your Company incurred Net Loss of Rs. 71.75 Lacs as compared to previous year of Rs 258.97 Lacs. Additional information regarding Companys business operations and state of Companys affair is provided in the Management Discussion and Analysis Report, which forms an integral part of the Annual Report.

TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves for the year under review.

DIVIDEND

The Board of Directors of the Company have not recommended any dividend on Equity Shares due to the losses incurred by the company during the year under review.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes or commitments affecting the financial position of the Company between the end of the Financial Year and date of this Report.

PUBLIC DEPOSIT

During the Financial year under review, your Company has not accepted any deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

During the year under review, there was no change in the authorized, subscribed and paid-up share capital of the Company.

SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY :

The Company has no subsidiary/joint venture/associate company and hence consolidation and applicable provision under the Companies Act, 2013 and Rules made there under are not applicable to the Company.

DIRECTORS AND KEY MANAGARIAL PERSONNEL:

The constitution of the Board is in Compliance with the provisions of Section 149 of the Companies Act, 2013, and the

Listing Regulations.

The Members are requested to take note of the following changes in the Directors during the financial year ended March 31, 2025, and post closure of financial year, till the date of this Report:

1. Mr. Dheeraj Kumar Kochhar, Chairman and Executive Director, ceased to be a Director with effect from 15 July 2025 due to of his unfortunate demise. The Board expresses its deep sorrow and appreciated his contribution towards the success and growth of the company

2. On recommendation of the Nomination and Remuneration Committee, the Board of Directors has considered and approved to re-designate Mrs. Zuby Kochhar (DIN:00019868), Executive Director of the Company as Chairman of the Board w.e.f. August 8,2025.

3. On recommendation of Nomination and Remuneration Committee the Board had considered and approved the Appointment of Mr. Ashutosh Dheeraj kumar Kochhar (DIN- 11251298) as an Additional Director (Whole Time Executive Director) of the company with effect from 28 th August,2025 for the period of 3 years subject to the approval of shareholders of the Company in ensuing AGM.

4. The Board of Directors of the Company in its meeting held on 28th August, 2025, re-appointed Mrs. Sarita Gopal Soni (DIN: 08998686) as Independent Director of the Company for a further period of five years w.e.f. 23 rd December,2025 subject to the approval of shareholders in ensuing AGM.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

All the Independent Directors have duly confirmed that they meet the criteria of independence as prescribed under subsection (6) of Section 149 of the Companies Act,2013 and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Independent Directors are duly registered with the Indian Institute of Corporate Affairs (IICA). During the year, there has been no change in the circumstances which may affect their position as Independent Director.

Further, the Independent Directors have also affirmed compliance with the Code of Conduct adopted by the Company. The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess requisite expertise, proficiency and experience required to fulfill their duties as Independent Directors.

AUDITORS

A) Statutory Auditors

The shareholders of the Company at the 36^th Annual General Meeting held on 30^th September, 2022 had appointed

NGS & Co. LLP, Chartered Accountants (Firm Regn. No. 119850W) as Statutory Auditors of the Company to hold office for a period of up to 5 (Five) years i.e. till the conclusion of the 41 st AGM of the Company .

The Report given by the Auditors on the financial statements of the Company is part of Annual Report. The Auditors have issued their report on the financial statements for the financial year ended March 31, 2025, with an unmodified opinion and do not contain any qualification, observation or adverse remarks or disclaimer that may call for any explanation from the Board of Directors. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Companies

Act,2013.

Further the Auditors Report for the financial year ended, 31 st March, 2025 is annexed with this annual report for your kind perusal and information.

B) Internal Auditor for the financial year 2024-25

In Compliance with the provisions of the section of 138 of the Companies Act, 2013, M/s Poddar A. & Associates,

Chartered Accountants, Mumbai as the Internal Auditors has conducted the internal audit of the company for the year under review. During the year under review Internal audit found satisfactory by Internal Auditor M/s Poddar A. &

Associates.

C) Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act,2013 and the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, made there under, the Board of Directors had appointed M/s Kaushal Doshi & Associates, Practicing Company Secretary (FCS No. 10609) as Secretarial Auditors of the Company for the financial year 2024-25. The Report on Secretarial Audit in the prescribed format of MR- 3 is attached as

Annexure-A ‘ to this report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. In accordance with the provisions of Regulation 24A of the Listing Regulations, as amended w.e.f. December 13, 2024, The Board has appointed M/s Kaushal Doshi & Associates, Company Secretaries, as Secretarial Auditors of the Company for a period of five (5) consecutive years for a term of 5 (five) consecutive years commencing from the Financial Year 2025-26 till the Financial Year 2029-30, subject to approval of the Members of the Company at the ensuing 39^th Annual General Meeting of the Company. They are eligible for appointment and the Company has received confirmation from them that they are not disqualified from acting as SecretarialAuditors of the Company.

ANNUAL RETURN

The Annual Return as required under sub-section (3) of Section 92 of the Act in form MGT-7 is made available on the website of the Company and can be accessed at chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://www. creativeeye.com/images/quar/Annual%20Return%202024-25.pdf

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

In terms of provisions of section 197 (12) read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees are in receipt of remuneration in excess of the limit set out in said rules. The statement of Disclosure of Remuneration pursuant to the Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as ‘Annexure B to this report.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, the Board met Four times. The maximum interval between two meetings of the Board of the Directors has not exceeded 120 days..The details of meetings of the Board and its Committees and their attendance are provided in the Corporate Governance Report, which forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act, the Board of Directors to the best of their knowledge and ability confirm that: a) In the preparation of the annual financial statements for the year ended 31 ^st March, 2025 all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) Accounting policies selected have been applied consistently and reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company at the end of the year under review and the profit and loss of the Company for the year under review; c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The annual accounts of your Company have been prepared on a going concern basis; e) Internal financial controls were laid down & followed by your company and it was ensured that such internal financial controls are adequate and were operating effectively; and f) Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS.

The Company has not given any Loan or Guarantee nor has made any Investment during the year under review attracting the provisions of Section 186 of the Companies Act, 2013, hence the said provision is not applicable to the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis.

During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on Related Party Transactions as approved by the Board is placed on the Companys website at www.creativeeye.com under Investors section.

There were no materially significant related party transactions which could have potential conflict with the interests of the

Company at large.

CORPORATE GOVERNANCE REPORT

The Company has complied with the corporate governance requirements under the Companies Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Report on corporate governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with the certificate from the Chartered Accountant confirming the compliance with the conditions of Corporate Governance, is appended and forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), The Management Discussion and Analysis forms an integral part of this report

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of

Directors" and "General Meetings", respectively issued by the Institute of Company Secretaries of India.

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

The information relating to Conservation of Energy and Technology Absorption required under Rule 8(3)(A) and 8(3)(B) of Companies (Accounts) Rules, 2014 is not applicable to the Company due to the very nature of the industry in which it operates. However, we endeavor to support the environment by adopting environment friendly practices in our office premises.During the year under review, there was no inflow or outgo of Foreign Exchange.

RISK MANAGEMENT POLICY

Pursuant to provisions of Section 134 of the Act and Regulation 17 of SEBI Listing Regulations,the Company has adequate and proper Risk Management Policy and Mechanism. The board of directors periodically reviews, assess and monitor any kind of risks assumed by the company. The processes are in place for identifying, evaluating and managing the risks. At present the company has not identified any elements of risk which may threaten the existence of the company. In terms of Regulation 21 of SEBI Listing Regulations, the Constitution of Risk Management Committee was not applicable during the Financial Year 2024-2025.

MD/CFO CERTIFICATION:

Managing Director and Executive Director of the company have certified that all requirements of the listing obligations, inter alia, on review of financial statements and cash flow and establishing and maintain internal controls for the financial reporting for the year ended 31^st March, 2025. The said certificate forms an integral part of this annual report.

NOMINATION AND REMUNERATION POLICY:

In accordance with provisions of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Nomination & Remuneration of Directors and Senior Management Employees on recommendation of the Nomination & Remuneration Committee. The main objective of the said policy is to identify individuals for appointment on the Board and at senior management level of the Company, designation and composition of remuneration is reasonable and sufficient to attract, retain and motivate. Details of the said Policy is given in the Corporate Governance Report.

WHISTLEBLOWER POLICY/ VIGIL MECHANISM:

The Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has a Vigil Mechanism/Whistle Blower Policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the Management to the work groups. The confidentiality of those reporting the violations is maintained and they are not subjected to any discriminatory practice.

Your Company hereby confirms that no complaints were received during the year under review.The vigil mechanism / whistle blower policy may be accessed on the Companys website at www.creativeeye.com under investor Relation section.

CORPORATE SOCIAL RESPONSIBILITY

The company does not fall under the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate

Social Responsibility Policy) Rules, 2014, hence the said provision is not applicable to the Company.

SEXUAL HARASSMENT

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has zero tolerance towards sexual harassment at workplace. The Company is committed to uphold and maintain the dignity of woman employees and it has in place a policy as per Applicable Act, which provides for protection against sexual harassment of women at work place and for prevention of such complaints. During the year under review, the Company has not received any complaints on sexual harassment.

PERFORMANCE EVALUATION OF THE BOARD

As per provision of the Act and Regulation 17 of SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and that of its Committees as well as performance of all the Directors individually, was carried out internally. The performance evaluation of Chairman was carried out by Independent Directors in their separate meeting without the attendance of the Executive Directors.

Feedback was sought by way of a structured questionnaire, based on criteria approved by the Nomination and Remuneration Committee, for evaluation of performance of Board, Committees of Board and Individual Directors. The Directors expressed their satisfaction with the evaluation process.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business during the year under review.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company has laid out an Internal Controls Framework which is commensurate with the size, scale and complexity of its operations. This framework ensures the orderly and efficient conduct of its business, including adherence to the

Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. Controls have been identified along with risks and mitigation processes covering major areas across all business functions. These Internal controls were reviewed by the Internal auditors..

Based on the Boards evaluation, it was determined that the Companys internal financial controls are adequate and were operating effectively during the Financial Year 2024-25.

ACKNOWLEDGEMENT

Your directors thank all customers, vendors, investors, bankers and all other business partners for their excellent support during the year. They wish to place on record, appreciation of the strong commitment and contribution made by employees of the Company at all levels.

Your directors also take this opportunity to place on record their appreciation for continued co-operation and unstinted support received from the film producers, distributors, exhibitors, and advertisers .

Your directors thank the Central Government, various State Governments and other Government agencies and bodies for their support, and look forward to their continued support in the future.

	For and on behalf of the Board of Directors
	Creative Eye Limited
	Sd/-
Place: Mumbai	Zuby Kochhar
Date: 28th August, 2025.	Chairman and Executive Director
	DIN-00019868