Creative Graphics Solutions India Ltd Directors Report

As per Schedule IV of the Companies Act, 2013 and the Rules framed thereunder read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall hold at least one meeting in a year, without the attendance of Non- Independent Directors. At such meetings, the Independent Directors shall (i) review the performance of Non-Independent Directors and the Board as a whole, (ii) review the performance of Chairman of the Company after taking into account views of Executives and Non-Executive Directors and (iii) assess the quality, quantity and timeliness of flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the year under review, meeting of the Independent Directors of the Company was held on 29th March, 2025. All the Independent Directors were present at the said meeting.

The information reguired pursuant to the provisions of Section 134 (3) (a) and Section 92 (3) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014. The Annual Return for the financial year ended on March 31st, 2025 will be available on the website of the Company after Conclusion of the AGM at below mentioned link:

During the year 2024-2025, The Board of Directors duly met 7 (Seven) times in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. However, the Board has not passed any circular resolution.

The Board met 7 (Seven) times in the Financial Year 2024-2025 viz.05.04.2024, 05.04.2024,

24.05.2024, 28.08.2024, 04.10.2024,

08.11.2024 and 10.02.2025. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards-1 issued by Institute of Company Secretaries of India (ICSI) on Meeting of the Board of Directors.

a) Annual General Meeting: The 10th AGM of the Company was held on September 27,

2024 for the FY 2024-2025.

b) Postal Ballot during the financial year 2024-2025: During the year under review, the Board of Directors had sought approval of the Shareholders of the Company through Postal Ballot process pursuant to the provisions of Sections 108 & 110 of the Act read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the Listing Regulations, w.r.t. Variation in the objects of the Initial Public Issue (IPO) as stated in the Prospectus of the Company dated April 5, 2024 and such resolution moved by the Company had been approved with reguisite majority by the members as on November 7, 2024. Detailed voting results along with scrutinizer report has already been uploaded on the website of the company at httpsV/creativegraphics. group/

The Company is in with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118 (10) of the Act for the Financial Year ended 2024-2025.

The Annual Secretarial Compliance Report, as reguired under Regulation 24A of the SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015 ("SEBI Listing Regulations") read with SEBI Circular No.: CIR/CFD/CMD1/27/2019 dated 8th February, 2019, is not applicable to our Company due to the exemption provided under Regulation 15(2) of SEBI Listing Regulations. The shares of the Company are listed on SME Emerge Platform of National Stock Exchange of India Limited.

The Corporate Governance Report, as required under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) is not applicable to our Company due to the exemption provided under Regulation 15(2) of SEBI Listing Regulations. The shares of the Company are listed on SME Emerge Platform of National Stock Exchange of India Limited.

The Audit Committee of the Company is constituted inline with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

Composition of Audit Committee as on 31st March, 2025 as follows:

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

During the financial year ended 31st March, 2025, the Audit Committee met Five (05) times i.e. on 24.05.2024, 20.07.2024, 04.10.2024,

08.11.2024 and 10.02.2025. The maximum gap between two meetings was not more than 120 days. The requisite quorum was present at all the Meetings.

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation &Disclosure Requirement) Regulation, 2015.

The Composition of Nomination and

Remuneration Committee as on 31st March, 2025 as follows:

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

During the financial year ended 31st March, 2025, the Nomination and Remuneration Committee met two (02) times i.e. on

24.05.2024 and 28.08.2024. The maximum gap between two meetings was not more than 120 days. The requisite quorum was present at all the Meetings.

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

The Composition of Stakeholders Relationship Committee as on 31st March, 2025 as follows:

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

During the financial year ended 31st March, 2025, the Stakeholders Relationship Committee met four (04) times i.e. on

24.05.2024, 20.07.2024, 08.11.2024 and

10.02.2025. The maximum gap between two meetings was not more than 120 days. The reguisite guorurn was present at all the Meetings.

The Vigil Mechanism is part of Audit Committee of the Company, which is constituted in line with the provisions of Section 177 of the Companies Act, 2013 to be read with Regulation 18 & 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

The provisions of Section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by the Board of its own performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated.

The Board carried out a formal annual performance evaluation as per the criteria/ framework laid down by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to judge the performance of individual Directors including the Chairperson of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement & contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entire Board except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairperson and the Non-Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and approved the evaluation results thereof.

The term of the statutory auditor, M/s. Yogesh Kansal & Company, Chartered Accountants, (Firm Registration No. 507135C), completed their second term of five consecutive years as the Statutory Auditors of the company at the conclusion of 11thAGM of the Company to be held for financial year ending March 2025. However, they have finalized and signed the financial statements for the year ended 31st March 2025.

Further, M/s RCA AND CO. LLP Chartered Accountants, (Firm Registration No. 011602N/N500350), recommended by Board and audit committee and subject to the approval of members in the ensuring AGM for a term of five consecutive years.

This appointment will be effective from the conclusion of the 11th Annual General Meeting and will continue until the conclusion of the 16th Annual General Meeting of the

Company, which is scheduled to be held in the financial year ending 31 st March 2030.

The Statutory Auditors have confirmed their eligibility and gualifications reguired under Sections 139, 141 and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Auditors Report for the financial year ended 31st March, 2025 does not contain any gualification, reservations or adverse remark. As regards the comments made in the Auditors Report, the Board is of the opinion that they are self-explanatory and does not reguire further clarification.

Pursuant to the provision of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company has appointed M/s. L R & Associates, Company Secretaries to undertake Secretarial Audit of the Company for the Financial Year 2024-2025. The Secretarial Audit was conducted by Ms. CS Riya Luthra, Company Secretary, and the report thereon is annexed herewith as "Annexure-B and form part of this report."

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, On 28th May, 2025 the Board of Directors of the Company has appointed M/s. Gupta Sudhir Kumar & Co. Chartered Accountant as the Internal Auditors of the Company for the financial year 2025- 2026.

During the year, the Company implemented their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

Your directors hereby inform you that the Company does not fall under the criteria as specified under Section 148 (1) of Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2018 for maintenance of cost accounts. Therefore, the Company is not reguired to maintain the cost records in respect of its products/service. Therefore, no requirement of Appointment of Cost Auditor arises.

There was no instance of fraud during the year under review, which required the Statutory Auditors, Secretarial auditor or Internal auditor to report to the Audit Committee and / or Board under Section 143 (12) of the Act and Rules framed thereunder.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming part of the Annual Report.

Disclosures for the related party transactions as per the Section 188 Companies Act, 2013 and relevant provisions and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended March 31, 2025 isnt required, being no material related party transactions. Suitable disclosure as required by the Indian Accounting Standards has been made in the notes to the Financial Statements.

During the financial year 2024-25, the Company has not entered into any contracts/arrangements/transactions with related parties which could be considered material in accordance with the Companys Policy on Materiality of Related Party Transactions. All the transactions made on arms length basis are being reported in Form No.AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as "Annexure-C" and form part of this report.

No material changes and commitments affecting the financial position of the Company occurred between the end of financial year to which this financial statement relates and the date of this Report.

To the best of the Managements knowledge, there has been no material order passed by any regulator or Court or Tribunal impacting the Going Concern status of the Companys operations.

During the year under review, there has been no one time settlement of loan taken from Bank & Financial Institution.

The requisite information with regard to conservation of energy, technology absorption, and foreign exchange earnings and outgo, in terms of Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given below:

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the company regularly maintains a proper check in normal course of its business regarding risk management. Currently, the company does not identify any element of risk which may threaten the existence of the company

The Annual Report on Companys CSR activities of the Company as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as "Annexure-D" and forms part of this report.

The Vigil Mechanism Policy of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism and whistle blower policy. Protected disclosures can be made by a whistle blower through an e- mail or a letter to the Compliance Officer or the Senior HR Manager orto the Chairperson of the Audit Committee.

The Audit Committee also reviews complaints/issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis. The whistle blower policy is uploaded on the website of the Company and can be accessed at

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

The Company has complied with the provision relating to the constitution of Internal Committee under POSH, 2013. In the Board Meeting held on 28^th December, 2024 the Company had reconstituted the Internal Committee.

During the year under review, no complaint pertaining to sexual harassment at work place has been received by the Company.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

In alignment with the principles of diversity, eguity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 374 employees Female Employees: 45 employees Transgender Employees: NIL

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and egual opportunity for all individuals, regardless of gender.

The requirements of formulation of Dividend Distribution Policy as mentioned under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to our Company as our Company does not fall under top 1000 listed Companies based on market capitalization as of 31st March, 2025.

The Business Responsibility and Sustainability Report, as per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to our Company as our Company does not fall under top 1000 listed Companies on the basis of market capitalization as of 31st March, 2025.

The Company has a robust and comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operation. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness of the Companys Internal Financial Control System. The Statutory Auditors of the Company have also reviewed the Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and such Controls over Financial Reporting were operating effectively as on 31st March, 2025 based on the internal control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the companys policies, prevention and detection of frauds and errors, accuracy & completeness of the records and the timely preparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organisations risk management with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other workers of the Company for their hard work, dedication and commitment.

During the year under review, relations between the Employees and the Management continued to remain cordial.

The Particulars of remuneration of Employees during the year 2023-24 pursuant to the provisions of Section 197 of Companies Act,2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed as an "Annexure-E" and forms part of this Report.

Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Disclosure of Top Ten Employees in terms of remuneration drawn and the name of every employee is given in “Annexure-F" and forms part of this Report.

The remuneration paid to all Key Managerial Personnel was in accordance with the remuneration policy as adopted by the company.

The shares of the Company are presently listed at NSE Emerge. All statutory dues including Annual Listing Fees for the Financial Year 2025- 2026 has been paid by the Company.

The Board of Directors has framed a Code of Conduct for all Board Members and Senior Management Personnel as per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015 & Code of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.

Disclosure of Credit Rating is not applicable on the company during the year 2024-2025.

SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide Clarifications online through SEBI.

The Company raised funds through an Initial Public Offer (IPO) on April 9, 2024, with the equity shares listed on the NSE EMERGE Platform of the National Stock Exchange of India Ltd. The proceeds from the aforesaid issue are being utilized for the purposes for which they were raised, in accordance with the terms of the issue.

The objects of the issue and the utilization of the net proceeds are as follows:

fINR in Lakhs)

However, the Board of Directors proposes to deploy the unutilized amount for the working capital requirements of a wholly owned subsidiary, Wahren India, which is growing at a much higher rate compared to the holding company. The company proposes to deploy the remaining net proceeds as follows:

(INR in Lakhs)

Further, the Board of Directors sought the approval of the shareholders of the Company through a Postal Ballot process. The notice, dated October 4, 2024, proposed the following resolution:

• Variation in the objects of the Initial Public Offer (IPO) as stated in the Prospectus of the Company dated April 5, 2024.

The resolution was passed with the requisite majority by the shareholders as on November 7, 2024.

In terms of Section 134(5) of the Companies

Act 2013, the Directors, would like to state as

follows:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

c) The Directors had taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing & detecting fraud & other irregularities;

d) The Directors had prepared the Annual Accounts on a going concern basis;

e) The Directors had laid down Internal Financial Controls to be followed by the Company and such controls are adequate and are operating effectively;

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

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

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

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

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

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

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 11th Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will is also available at the Companys website at httpsV/creativeoraphics. group/

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to the company by its bankers, financial institutions, and government as well as non-government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review.

The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your directors give their sincere gratitude to the customers, clients, vendors and other business associates for their continued support in the Companys growth.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts)

Rules, 2014)

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members

Creative Graphics Solutions India Limited

(formerly known as Creative Graphics Solutions India Private Limited)

Regd Address: 3F-305,3^rd Floor, SSG East Plaza, Plot No. 1 & 2,

Mamrarn Complex, Mayur Vihar Phase-Ill, Near SFS Flats, Pocket-C, East Delhi, Delhi, India, 1 10096

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Creative Graphics Solutions India Limited (hereinafter called the Company) for the financial year ended March 31, 2025. The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2025, according to the provisions of the following, as amended from time to time, and to the extent applicable:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder to the extent of its applicability to the Company;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder.

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings. [Not Applicable to the Company during the period under review]

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):

a. The Securities and Exchange Board of India (Substantial Acguisition of Shares and Takeovers) Regulations, 2011 including the provisions with regard to disclosures and maintenance of records reguired under the said Regulations.

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

d. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. [Not Applicable to the Company during the Audit period under review];

e. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. [Not Applicable to the Company during the Audit period under review];

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act, 2013 and dealing with client to the extent of the securities issued.

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 [Not Applicable to the Company during the Audit period under review]; and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018. [Not Applicable to the Company during the Audit period under review];

i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

vi. Other laws applicable specifically to the Company namely:

a. Labour and Social Security Laws - such as Employees State Insurance Act, 1948; Payment of Gratuity Act, 1972; Contract Labour (Regulation and Abolition) Act, 1970; Maternity Benefit Act, 1961, The Equal Remuneration Act 1976; Employees Provident Funds and Miscellaneous Provisions Act, 1952.

b. IT Related Laws - Information Technology Act, 2000.

c. Miscellaneous Laws - Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

We have also examined compliance with the applicable clauses of Secretarial Standards issued by the Institute of Company Secretaries of India w.r.t. Meetings of the Board of Directors (SS - 1) and General Meeting (SS - 2).

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. However, as per section 96 (2) of the Companies Act, 2013 the Annual General Meeting of the company is required to be held at a place that falls within the city, town or village in which the registered office of the company is situated. The 10th Annual General Meeting of the company was held at Noida.

We further report that during the Audit period:

• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors. The changes in the composition of the Key Managerial Personnel that took place during the period under review, were carried out in compliance with the provisions of the Act. Further, there was no changes in the composition of Board of Directors of the Company during the period under review.

• In compliance with applicable provisions of the Companies Act, 2013 and rules made thereunder and Secretarial Standards issued by the Institute of Company Secretaries of India, adequate notices were given to all directors to schedule the Board/ Committee Meetings, and the agenda and detailed notes on agenda were sent, in compliance with the provisions of the Act read with Secretarial Standard-1.

• A system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting

• All decisions of the Board and Committees were carried with requisite majority.

• As per the records, the Company has duly filed all the returns, documents and resolutions, forms, as were required to be filed with the Registrar of Companies and other authorities and all the formalities relating to the same are in compliance with the Act.

We have not examined Compliance with respect to applicable financial laws, like direct and indirect tax laws, since the same have been subject to review by statutory financial audit and other designated professionals.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. The Company has introduced compliance alert system for applicability of all applicable laws, rules, regulations and guidelines.

We further report that, the equity shares of the Company have been listed on the SME Platform of the National Stock Exchange of India Limited (NSE) with effect from April 09, 2024, pursuant to the requisite approvals obtained and in compliance with the applicable provisions of law and all necessary formalities relating to the said listing were duly complied with.

To

The Members

Creative Graphics Solutions India Limited

(formerly known as Creative Graphics Solutions India Private Limited)

3F-305, 3rd Floor, SSG East Plaza, Plot No. 1 & 2,

Mamrarn Complex, Mayur Vihar Phase-Ill, Near

SFS Flats, Pocket-C, East Delhi, Delhi, India, 110096

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for my opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever reguired, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management as conducted the affairs of the Company.

7. The maximum liability of our firm under the secretarial audit in respect of the aggregate of all claims shall not exceed the fee charged by us.

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies

(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014-

Not Applicable - There is no project undertaken or completed during the year for which impact assessment report is applicable in F.Y 2024-2025.

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount reguired for set off for the financial year, if any - Not Applicable

6. a) Average net profit of the company as per section 135(5): Rs. 10,85,72,724.65/-

b) Two percent of average net profit of the company as per section 135(5): Rs. 21,71,454.49/- (Rs. 10,85,72,724.65*02)

c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL

d) Amount reguired to be set off for the financial year, if any: NIL

e) Total CSR obligation for the financial year [(b)+(c)-(d)]: Rs. 21,71,454.49/-

7. a) Amount spent on CSR Projects (both ongoing project and other than ongoing Projects): Rs. 21,71,454.49/-

b) Amount spent in Administrative Overheads: NIL

c) Amount spent on Impact Assessment, if applicable: NIL

d) Total amount spent for the Financial Year [(a)+(b)+(c)j: NIL

e) CSR amount spent or unspent for the financial year:

f) Excess amount for set off, if any: NIL

8. Details of Unspent CSR amount for the preceding three financial years: NIL

9. Whether any Capital assets have been created or acquired through corporate Social Responsibility amount spent in the financial year: No

If Yes, enter the number of Capital assets created/acquired: No, NIL

Furnish the details relating to such assets(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

10. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable

[Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

B. No employee of the Company has drawn remuneration aggregating to Rs. 1.02 Cr per annum during the year under report.

C. No employee of the Company, employed for the part of the year, has drawn salary more than Rs. Eight lakh fifty thousand per month.

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To

The Members

Creative Graphics Solutions India Limited

Add: 3F-305, 3rd Floor, SSG East Plaza, Plot No. 1 & 2,

Mamram Complex, Mayur Vihar Phase-Ill,

Near SFS Flats, Pocket-C, East Delhi - 110096,

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Creative Graphics Solutions India Limited (CIN: L22219DL2014PLC263964) and having registered office at 3F-305, 3rd Floor, SSG East Plaza, Plot No. 1 & 2, Mamram Complex, Mayur Vihar Phase-Ill, Near SFS Flats, Pocket-C, East Delhi - 110096, (hereinafter referred to as the Company), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause I0(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification.

This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

(In terms of Regulation 34(3) and Schedule V (E) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To

The Members

Creative Graphics Solutions India Limited

Add: 3F-305, 3rd Floor, SSG East Plaza, Plot No. 1 & 2,

Mamram Complex, Mayur Vihar Phase-Ill,

Near SFS Flats, Pocket-C, East Delhi - 110096,

We have examined the compliance of conditions of Corporate Governance by Creative Graphics Solutions India Limited (CIN: L22219DL2014PLC263964) for the year ended March 31,2025 stipulated in Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the said Company with Stock Exchanges.

The Compliance of condition of Corporate Governance is the responsibility of the Management. Our examination was limited to the procedures and implementation thereof, adopted by the Company to ensure Compliance with the condition of Corporate Governance. It is neither an audit nor an expression of an opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has fully complied with all the mandatory conditions of Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Pulkit Agrawal, being Chief Financial Officer, and Mr. Sanjay Sakalley, Chief Executive Officer of

Creative Graphics Solutions India Limited do hereby confirm and certify that:

1. We, have reviewed the financial statements and the cash flow statement for the financial year March 31,2025 and that to the best of our knowledge and belief:

a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

b) these statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. There are, to the best of my knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violate the Companys code of conduct.

3. We, accept responsibility for establishing and maintaining internal control for financial reporting and have evaluated the effectiveness of internal control system of the Company pertaining to financial reporting and have disclosed to the auditor along with the audit committee, deficiencies in the design or operation of such internal control(s), if any, of which we are aware and the steps I have taken or proposed to take to rectify these deficiencies.

4. During the year under reference:

a) there were no significant changes in internal control system over financial reporting;

b) there were no significant changes in accounting policies and that the same have been disclosed in the notes to the financial statements; and

c) there were no instance(s) of significant fraud involved therein, if any, of which the management or an employee having a significant role in the Companys internal control system over financial reporting.

I, Deepanshu Goel, being Managing Director of the Company do hereby declare that all the Directors and Senior Management Personnel have affirmed compliance with the code of the conduct of the company for the financial year ended on March 31,2025.