Creative Graphics Solutions India Ltd Directors Report

To,

The Members

Creative Graphics Solutions India Limited.

The Board of Directors take great pleasure in presenting the 12th Annual Report together with the audited financial statements for the year ended March 31, 2026.

1. Financial summary or highlights/Performance of the Company

The highlights of financial results on Standalone and Consolidated basis for the financial year ended on March 31, 2026 are as follows:

PAR TICULARS	Standalone 2025-2026	Standalone 2024-2025	Consolidated 2025-2026	Consolidated 2024-2025
Income from Business Operations	15,480	11,146	34,598	25,108
Other Income	59	405	295	541
Total Income	15,539	11,551	34,893	25,649
Less: Expenditure except Depreciation	13,425	9,377	31,928	22,350
Profit/Loss before Depreciation and Tax	2,114	2,174	2,965	3,299
Less: Depreciation	350	313	550	515
Profit/Loss before Tax	1,765	1,861	2,415	2,784
Less: Tax Expense	444	479	544	643
Add: Deferred Tax Asset	15	(12)	4	(37)
Add: MAT Credit Entitlement	0.00	0.00	0.00	0.00
Less: Prior Period Taxes	0.00	27	0.00	28
Net Profit/Loss after tax	1,335	1,342	1,876	2,077
Add: Other Comprehensive Income	0.00	0.00	0.00	0.00
Net Profit/Loss for the period	1,335	1,342	1,876	2,077
Earnings per share:
Basic	5.50	6	8	9
Diluted	5.50	6	8	9

2. State Of Companys Affairs

Standalone and Consolidated

During the year under review, the total income of the company stood at Rs. 15,539 lakhs in comparison to Rs. 11,551 lakhs in the previous year on a standalone basis, and total income, on a consolidated basis of the company, for the year stood at Rs. 34,893 lakhs (revenue + other income) in comparison to Rs. 25,649 lakhs (revenue + other income) in last year.

Earnings before Tax (PBT) for the period was Rs.1765 Lakhs and Earning after Tax (PAT) is Rs. 1,335 lakhs on a standalone basis. Further, the Earning before Tax (PBT) for the period was Rs. 2,415 lakhs and Earning after Tax (PAT) was Rs. 1,876 lakhs on consolidated basis. The Earning per share (EPS) is 5.50 on standalone basis and 7.72 on a consolidated basis.

3. Transfer To Reserves

For the financial year ended 31st March, 2026, the Company does not propose to carry any amount to General Reserve Account.

4. Dividend

To strengthen the Companys financial resilience and support its long-term strategic objectives, the Board of Directors has, after due consideration, decided not to recommend any final dividend on equity shares for the financial year ended March 31, 2026.

5. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund

Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the provisions of Section 125 of the Companies Act, 2013 do not apply on the Company for the period under review.

6. Details Of Subsidiary/Joint Ventures/Associate Companies

The Company has two Wholly Owned Subsidiary Companies i.e. Wahran India Private Limited and Creative Graphics Premedia Private Limited within the meaning of Section 2(87) of the Companies Act, 2013 ("Act") and there are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiary is mentioned in Form AOC-1 is marked as "Annexure-A" and form part of this report.

7. Change In The Nature Of Business

During the financial year under review, there has been no change in the nature of business of the Company.

8. Capital Structure

i. Authorized Share Capital

As on 31st March, 2026, the Authorized Equity Share Capital of the Company stands at 25,00,00,000/- divided into 2,50,00,000 Equity Shares of Rs. 10/- each. During the financial year under review, there is no change in the authorised share capital of the Company.

ii. Issued, Subscribed and Paid-Up Share Capital

As on 31st March, 2026, the issued, subscribed and paid-up share capital of the Company stand at 24,28,60,000/- divided into 2,42,86,000 Equity Shares of Rs. 10/- each.

During the year under review as the Company has not issued any Shares with Differential Voting Rights, Stock Options, Sweat Equity, etc. The Company has not bought back any equity shares during the year 2025-2026.

9. Listing On Stock Exchanges

The Equity Shares are listed on SME Emerge platform of the National Stock Exchange Limited. Further, trading in the Equity Shares was not suspended on the Stock Exchanges during the financial year under review.

10. Directors And Key Managerial Personnel

i. Composition of the Board:

The Company, being an SME Listed Entity, has proper constitution of Board of Directors. As on 31st March, 2026, our Board comprised of 5 members, consisting of 2 Executive Directors (Promoters), 1 Non-Executive & Non-Independent Director and 2 Independent Directors and none of the directors are disqualified under Section 164 of the Companies Act, 2013.

The Independent Directors constitute 1/3rd of the total Boards strength. 1 out of 5 members is a woman Director. The Company complied with the requirement for a woman director on the Board of Directors as is stipulated under Section 149(1) of the Companies Act, 2013.

The following is the Board and Key Managerial Personnel Composition as on 31st March, 2026:

Sl.No.	DIN	Name of Directors	Designation	Date of Appointment
1.	03118826	Mr. Deepanshu Goel	Managing Director	24.01.2014
2.	06777690	Mrs. Sarika Goel	Executive Director	24.01.2014
3.	10342805	Mr. Gaurav Arora	Non- Executive Non-Independent Director	06.10.2023
4.	08142779	Mr. Nikhil Rungta	Independent Director	16.10.2023
5.	10342806	Mr. Puneet Sharma	Independent Director	16.10.2023
6.	-	Mr. Muhammad Rafeeq	Chief Executive Officer	09.02.2026
7.	-	Mr. Pulkit Agrawal	Chief Finance officer	24.05.2024
8.	-	Mrs. Puja Arora Mehrotra*	Company Secretary	06.03.2024

ii. Change In Directors / Key Managerial Personnel During The Year

During the year, there was no change in the composition of the Board of Directors of the Company. However, Mr. Muhammad Rafeeq was appointed as the Chief Executive Officer (CEO) w.e.f. 09th February, 2026.

*Further, Mrs. Puja Arora Mehrotra resigned as the Company Secretary of the Company with effect from 09th June 2026. Consequently, Ms. Shravya Srivastava was appointed as the Company Secretary of the Company with effect from the same date.

iii. Declaration from Independent Director(s)

Pursuant to the provisions of Section 149 of the Act, all the Independent Directors have submitted declarations under Section 149(7) of the Companies Act, 2013 that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

11. Retirement By Rotation

Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public company should be liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at every Annual General Meeting of the company.

To meet the requirement of provisions of Section 152(6) of the Companies Act, 2013 Mrs. Sarika Goel (DIN: 06777690), Executive Director will be retiring by rotation at the ensuing 12th Annual General Meeting and being eligible, offers herself for re- appointment. The Board recommends her re-appointment to the Board of Directors of the Company at the ensuing 12th Annual General Meeting.

A resolution seeking Shareholders approval for her re-appointment along with other required details forms part of the Notice.

12. Board Annual Evaluation Under Section 134(3)(p) Of The Companies Act, 2013

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. Further, 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, who 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 were satisfied with the evaluation results, which reflected the overall engagement of the Board and its committees with the Company.

13. Number Of Meetings Of The Board Of Directors

During the year 2025-2026, The Board of Directors duly met 10 (Ten) 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 10 (Ten) times in the Financial Year 2025-2026 viz. 28.04.2025, 28.05.2025, 06.08.2025, 26.08.2025, 03.11.2025, 14.11.2025, 15.12.2025, 09.02.2026, 10.03.2026 and 27.03.2026. 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.

14. Committees Of The Board

i. Audit Committee

The Audit Committee of the Company is constituted in line 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, 2026 as follows:

Name of the Director	Position held in the Committee	Category of Director
Mr. Nikhil Rungta	Chairperson	Independent Director
Mr. Puneet Sharma	Member	Independent Director
Mrs. Sarika Goel	Member	Executive Director

Meetings of Audit Committee

During the financial year ended 31st March, 2026, the Audit Committee met Four (04) times i.e. on 28.05.2025, 26.08.2025, 14.11.2025 and 28.03.2026. The requisite quorum was present at all the Meetings.

ii. Nomination And Remuneration Committee

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, 2026 as follows:

Name of the Director	Position held in the Committee	Category of Director
Mr. Puneet Sharma	Chairperson	Independent Director
Mr. Nikhil Rungta	Member	Independent Director
Mr. Gaurav Arora	Member	Non-Executive Director

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

Meetings of Nomination and Remuneration Committee

During the financial year ended 31st March, 2026, the Nomination and Remuneration Committee met two (02) times i.e. on 26.08.2025 and 06.02.2026. The requisite quorum was present at all the Meetings.

iii. Stakeholder Relationship Committee

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, 2026 as follows:

Name of the Director	Position held in the Committee	Category of Director
Mr. Puneet Sharma	Chairperson	Independent Director
Mr. Nikhil Rungta	Member	Independent Director
Mr. Gaurav Arora	Member	Non-Executive Director

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

Meetings of Stakeholders Relationship Committee

During the financial year ended 31st March, 2026, the Stakeholders Relationship Committee met four (04) times i.e. on 28.05.2025, 26.08.2025, 14.11.2025 and 03.02.2026. The maximum gap between two meetings was not more than 120 days. The requisite quorum was present at all the Meetings.

15. Corporate Social Responsibility

The Company has framed a Policy on Corporate Social Responsibility pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and can be accessed at https://creativegraphics.group/

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.

16. Vigil Mechanism / Whistle Blower Policy

The Company is firmly committed to upholding the highest standards of integrity, transparency, and ethical conduct in all its business practices. In furtherance of this commitment, 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. 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 or to 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 https://creativegraphics.group/

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.

17. Number Of Meetings Of The Shareholders

Annual General Meeting: The 11th AGM of the Company was held on September 26, 2025 for the FY 2024-2025.

Detailed voting results along with scrutinizer report has already been uploaded on the website of the company at https://creativegraphics.group/

18. Auditors

i. Statutory Auditor

M/s RCA & Co. LLP, Chartered Accountants, (Firm Registration No. 011602N/N500350), were appointed as the statutory auditor in the Board meeting held on 26th August, 2025 for a term of five consecutive years. Their appointment was 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 31st March 2030.

The Statutory Auditors have confirmed their eligibility and qualifications required 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 issued by M/s RCA & Co. LLP for the financial year ended March 31, 2026 forms part of this annual report and there is no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their report.

ii. Secretarial Auditor

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. Surbhi Dua & Associates, Practicing Company Secretaries to undertake Secretarial Audit of the Company for the Financial Year 2025-2026. The Secretarial Audit was conducted by Ms. CS Surbhi Dua, Company Secretary, and the report thereon is annexed herewith as "Annexure-C and form part of this report."

The Secretarial Audit Report for the financial year ended 31st March, 2026 does not contain any qualifications, reservations or adverse remarks.

iii. Cost Auditor

M/s Sohan Lal Jalan & Associates were appointed as the Cost Auditor to conduct the Cost Audit of cost records of the Company for the financial year 2025-26 and are also reappointed for financial year 2026- 27.

M/s Sohan Lal Jalan & Associates have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013.

iv. Internal Auditor

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.

19. Explanation Or Comments By The Board On Every Qualification Or Adverse Remark By Auditors In Audit Report.

The Auditors Report for the financial year ended 31st March, 2026 does not contain any qualification, reservations or adverse remark. The observations, if any, made by the Auditor in the Auditors Report are self explanatory and does not require further clarification from the Board.

20. Internal Financial Controls And Their Adequacy

Internal financial controls are an integral part of the Companys risk and governance framework, addressing financial and operational risks to ensure the orderly and efficient conduct of its business. The Company has implemented an adequate internal financial control system over financial reporting. This system ensures that all transactions are authorized, recorded and reported correctly in a timely manner, providing reliable financial information and complying with applicable accounting standards, commensurate with the size and volume of the Companys business.

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 organizations 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 meets 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.

21. Reporting Of Frauds

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.

22. Annual Return Under Section 134(3)(a) Of The Companies Act, 2013

The information required 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, 2026 will be available on the website of the Company after Conclusion of the AGM at below mentioned link: (https://creativegraphics.net.in/home/annual-return/).

23. Remuneration Policy Of Directors And Key Managerial Personnel

The Board on the recommendation of Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management Personnel and fixation of their remuneration thereof. The Policy contains, inter-alia, directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director, etc. The same can be accessed at https://creativegraphics.group/.

24. Particular Of Loans, Guarantees Or Investments Under Section 186 Of The Companies Act, 2013

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.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

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, 2026 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 2025-26, 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-B" and form part of this report.

26. DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were 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.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO

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:

Conservation of energy

1. The steps taken or impact on conservation of energy

The Company continued its focus on energy conservation through the adoption of energy-efficient technologies and the optimisation of operational processes. Investments in UV LED lighting and automation have contributed to improved energy efficiency across operations. The Company also leverages flexographic printing technology, which enables printing on recyclable mono-layer substrates, supporting resource efficiency. In line with its commitment to circular economy principles, the Company has continued its solvent recycling and in-house chemical treatment practices, through which approximately 80% of solvents are recycled, helping to minimise waste generation and reduce environmental impact.

2. The steps taken by the company for utilizing alternate sources of energy

The company is actively exploring alternative energy sources to improve energy efficiency and reduce dependence on conventional power. This includes conducting feasibility studies for solar installations, evaluating renewable energy options, and considering third-party green energy procurement.

3. The capital investment on energy conservation equipment

The Company has made capital investments towards energy-efficient equipment, including air-conditioning and HVAC systems. The Company is also evaluating further investments in energy-efficient lighting systems and renewable energy solutions, while exploring opportunities for green energy procurement. Energy audits are planned to identify additional opportunities for energy conservation and efficiency improvement.

Technology absorption

1. The efforts made towards technology absorption

The Company has continued to enhance technology absorption through the adoption of modern technologies and advanced machinery aimed at improving productivity, product quality, operational efficiency and sustainability. The introduction of CDI Spark 5080 has strengthened flexographic plate imaging capabilities, supporting improved productivity and consistent plate quality. The Kongsberg Table X22 Edge supports precise and efficient cutting, supporting faster processing and improved production efficiency. The Bobst Expert Coat 1000 has enhanced coating capabilities through improved process control, coating consistency and production flexibility.

In addition, the introduction of Shine LED lamp kits has supported improved energy efficiency, while the Automation Engine has enabled greater automation of flexographic prepress workflows, enhancing productivity and process consistency. SAP has also been implemented at the subsidiary level to streamline operations and strengthen data management. The Company continues to evaluate and adopt relevant technologies to support operational excellence, innovation and sustainability.

2. The benefits derived like product improvement, cost reduction, product development or import substitution

The Company has derived several benefits from its technology adoption and process improvement initiatives, including enhanced product consistency, improved production efficiency and greater operational effectiveness. The adoption of new technologies has resulted in approximately 20% cost savings through reduced material wastage and 10–15% higher energy efficiency compared to existing technologies, supporting cost optimisation and sustainability. Retrofitting existing machinery has further supported cost optimisation, while automated quality checks have helped minimise errors and improve product quality. The initiatives have also enabled more efficient manpower utilisation and optimisation of printing and cutting processes, resulting in improved productivity and output.

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

The Company has continued to adopt advanced imported technologies to strengthen its manufacturing capabilities, improve product quality and enhance operational efficiency. The key imported technologies adopted during the last three financial years include:

4. Kodak Flexcel NX Wide 5080 System

5. Kongsberg Table X22 Edge

6. Bobst Expert Coat 1000 European machine

Technology absorption

4. The details of technology imported

The imported technologies commercialised during FY26 have contributed to enhanced production capacity, operational flexibility and process efficiency.

The details of the imported technologies are outlined below:

5. Kodak Flexcel NX Wide 5080 System: The technology has enabled a 10% increase in production capacity and the ability to handle larger plate sizes, providing greater operational flexibility. It has also contributed to reduced material wastage and 20% lower power consumption compared to previous-generation technology, supporting cost savings and sustainability.

6. Kongsberg Table X22 Edge: The technology supports high-precision and consistent cutting, while its high-speed operation enables faster processing and improved production efficiency.

7. Bobst Expert Coat 1000 European machine: The technology has contributed to approximately 20% cost savings through reduced material wastage and is 10–15% more energy efficient compared to existing technologies, supporting cost optimisation and sustainability.

8. The year of import

9. 2024

10. 2026

11. 2026

12. Whether the technology has been fully absorbed

13. Yes

14. Yes

15. Yes

16. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof;

NA

17. The expenditure incurred on Research and Development

The Company continues to invest in research and development to drive innovation in energy conservation and technology absorption.

Foreign exchange earnings and Outgo

1. The Foreign Exchange earned in terms of actual inflows during the year

3,68,672 USD

2. The Foreign Exchange outgo during the year in terms of actual outflows

15,24,936 USD

28. RISK MANAGEMENT

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.

29. Opinion Of The Board With Regard To Integrity, Expertise And Experience (Including The Proficiency) Of Independent Directors:

The Board of Directors of our Company are of the opinion that the Independent Directors of the Company are persons of integrity and possess the relevant expertise, appropriate skills, experience and knowledge in one or more fields like accounts, finance, audit, information technology, general administration, business strategy, investment banking and Company Law.

Pursuant to the requirements of Section 150 of the Companies Act, 2013 read with Rules 6(1), 6(2) & 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have registered their names in the Data Bank maintained by the Indian Institute of Corporate Affairs, Manesar ("IICA") and will comply with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014 regarding passing of online proficiency self-assessment test conducted by IICA within the prescribed time.

30. Public Deposits

During the year under review, your Company has not accepted/renewed any public deposits under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding as of the Balance Sheet date. There were no unclaimed deposits at the end of Financial Year i.e. 31st March, 2026.

31. Significant And Material Orders Passed By Regulators Or Courts Or Tribunals Impacting The Going Concern Status And Companys Operations In Future

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.

32. Prevention Of Sexual Harassment At Workplace

The Company has a zero-tolerance on sexual harassment and is committed to fostering a safe, respectful, and inclusive workplace for all. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the financial year ended on March 31, 2026, the Company did not receive any complaint pertaining to sexual harassment.

Number of complaints received	Number of complaints disposed of	Number of complaints pending more than ninety days	Number of workshops or awareness programme against sexual harassment
Nil	Nil	Nil	4

33. Disclosure With Respect To The Compliance Of The Provisions Relating To The Maternity Benefit Act, 1961

The Company is committed to ensuring the welfare of its employees and confirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961, as amended, during the financial year under review.

34. Details Of Difference Between Amount Of The Valuation Done At The Time Of One Time Settlement And The Valuation Done While Taking Loan From The Banks Or Financial Institutions Along With The Reasons Thereof

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

35. Management Discussion & Analysis Report

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, management discussion and analysis report is set out as a separate section under this Annual Report.

36. Business Responsibility And Sustainability Report

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, 2026.

37. Corporate Governance Report

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.

38. Revision Of Financial Statement

There was no revision of the financial statements of the company, for the year under review.

39. Secretarial Standards

The Company is in compliance 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 2025-2026.

40. Code Of Conduct As Per Sebi (Lodr) Regulations, 2015

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.

41. Code Of Conduct As Per Sebi (Prevention Of Insider Trading) 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.

42. Particulars Of Employees

The Particulars of remuneration of Employees during the year 2025-26 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.

43. Gender-wise Composition Of Employees

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2026:

Male Employees: 440 Employees

Female Employees: 57 Employees

Transgender Employees: Nil

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

44. Familiarization Programme For Independent Directors:

Pursuant to the provisions of Regulation 25(7) of Listing Regulations, 2015, the Board has framed a policy to familiarize Independent Directors about the Company. The same can be assessed at https://creativegraphics.net.in/home/wp-content/uploads/2024/03/17_-Policy-for-Familiarisation-Programme-for-Independent-Directors.pdf

45. Independent Directors Meeting

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 Chairperson 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 09th March, 2026. All the Independent Directors were present at the said meeting

46. Indian Accounting Standards

As per the requirements of notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs (MCA), Financial Statements of the Company for the Financial Year 2025-2026 have been prepared as per Indian Accounting Standard (IND-AS) specified under Section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015, and other relevant provisions of the Act.

47. Policy For Determining Material Subsidiary:

The Company has a Policy for determining Material Subsidiary in line with the requirements of Regulations 16(1)(c) and 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. The said policy is available on the website of the Company and can be accessed at https://creativegraphics.group/

48. Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to formulate and disclose a Dividend Distribution Policy is applicable only to the top 1,000 listed entities based on market capitalization. As the Company is listed on the NSE SME Emerge Platform and does not fall within the threshold prescribed under Regulation 43A, the said Regulation is not applicable to the Company. Hence, the Company is not required to adopt or disclose a Dividend Distribution Policy

49. Annual Listing Fees/Charges

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

50. Disclosure Of Credit Rating

Disclosure of Credit Rating is not applicable on the company during the year 2025-2026.

51. Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report, as required under Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) 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.

52. Scores

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.

53. Investor Grievance Redressal

During the financial year 2025-2026, there were no complaints received from the investors. The designated email id for Investor complaints is cs@creativegraphics.net.in.

54. Disclosure Of Statement Of Deviation(s) Or Variation(s) Under Regulation 32 Of Sebi (Listing Obligations And Disclosure Requirements), Regulations, 2015

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

Sr. No.	Particulars of Object	Proposed Utilization of Proceeds as per Prospectus	Amount Actually Utilized by the Company	Balance Amount Available for Utilization
1	To meet out the working capital requirements of our company "Creative graphics";	1,500.00	500.00	1,00,000
2	Repayment/prepayment, in part or full, of certain of our borrowings;	1,100.00	1,079.86	20.14
3	To meet out the capital expenditure of our company "Creative graphics";	1,000.00	0.00	1,000.00
4	To meet out the inorganic growth through unidentified acquisition for company;	500.00	0.00	500.00
5	General Corporate Expenses	860.35	849.27	11.08
6	Fund utilized for meeting IPO Expenses	479.65	479.65	0.00
Total		5,440.00	2,908.78	2,531.22

However, the Board of Directors proposed to deploy the unutilized amount for the working capital requirements of a wholly owned subsidiary, Wahran India, which is growing at a much higher rate compared to the holding company. The company deployed the net proceeds as follows, and the same were completely utilized in the FY 24-25 itself.

Particular	Amount to funded from Net Proceeds	Estimated Deployment 2024-25	Estimated Deployment 2025-26
To meet out the working capital requirements of our company Wahran	2531.22	2531.22	0.00

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

55. Directors Responsibility Statement

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.

56. Other Disclosures

There are no proceedings, either filed by the Company or filed against Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the financial year 2025-2026.

57. Green Initiatives

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiatives, an electronic copy of the Notice of the 12th 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 https://creativegraphics.group/

58. ACKNOWLEDGEMENT

The Board places on record its sincere appreciation for the continued trust and support extended by all stakeholders, which has contributed significantly to the Companys growth and performance. Gratitude is also expressed for the cooperation and assistance received from bankers, financial institutions, government authorities, as well as other regulatory and non-governmental agencies.

The Board acknowledges with deep appreciation the valuable contribution of employees at all levels, whose dedication, commitment, and efforts have been instrumental in the Companys achievements during the year under review.

Further, the Board extends its sincere thanks to customers, clients, vendors, and business associates for their continued patronage and support and records its heartfelt gratitude to the shareholders for their continued confidence, encouragement, and unwavering support. We look forward to your continuous support in the future.

For and on behalf of the Board

For Creative Graphics Solutions India Limited

Sd/-

Deepanshu Goel

Managing Director

DIN:03118826

Sd/-

Sarika Goel

Executive Director

DIN:06777690

Date: 27 August, 2026

Place: Noida