Creative Newtech Ltd Directors Report

Dear Members,

The Directors hereby present their Twenty Second Annual Report on the performance of the Company together with the Audited Financial Statements for the Financial Year (FY) ended 31 st March 2026.

1. FINANCIAL RESULTS

Amount in Rs. Lakhs, except EPS) (

	Standalone		Consolidated
Particulars	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
	Current Year	Previous Year	Current Year	Previous Year
Revenue from Operations	2,55,600.47	1,64,682.47	2,70,461.72	1,78,275.38
Other Income	1,289.32	1,871.39	1,289.32	1,871.40
Total Income	2,56,889.79	1,66,553.86	2,71,751.04	1,80,146.78
Total Expenses	2,52,308.13	1,63,154.02	2,63,569.44	1,73,940.58
Profit before tax and exceptional items	4,581.66	3,399.84	8,181.60	6,206.20
Exceptional and Extraordinary Item	-	-		-
Share of Profit / (Loss) in Associate Company	-	-	(5.40)	(51.70)
Tax Expense	1,146.91	843.40	1,146.91	843.40
Profit after Tax for the year	3,434.75	2,556.44	7,029.29	5,311.10
Total Other Comprehensive Income for the year	(12.46)	(4.49)	(12.46)	(4.49)
Total Comprehensive Income for the year	3,422.29	2,551.95	7,016.83	5,306.61
Net to Profit Parent Company	-	-	6,174.68	4,616.28
Net to Profit Non- controlling Interest	-	-	842.15	690.33
Basic EPS (Rs. per share)	22.87	17.82	41.04	32.18
Diluted EPS (Rs. per share)	22.87	17.82	41.04	32.18

2. STATE OF COMPANYS AFFAIRS

On a standalone basis, revenue from operations for FY 2025-26 was Rs. 2,55,600.47 Lakhs, compared to corresponding previous years revenue from operations which was Rs. 1,64,682.47 Lakhs. Total revenue was Rs. 2,56,889.79 Lakhs in comparison to corresponding previous years total revenue of Rs. 1,66,553.86 Lakhs.

The profit after tax (PAT) for FY 2025-26 and FY 2024-25 was Rs . 3,434.75 Lakhs and Rs. 2,556.44 Lakhs respectively. On a consolidated basis, revenue from operations for FY 2025-26 was Rs. 2,70,461.72 Lakhs, compared to corresponding previous years revenue from operations which was Rs. 1,78,275.38 Lakhs. Total revenue was Rs. 2,71,751.04 Lakhs in comparison to corresponding previous years total revenue of Rs. 1,80,146.78 Lakhs. The profit after tax (PAT) for FY 2025-26 and FY 2024-25 was Rs. 7,029.29 Lakhs and Rs. 5,311.10 Lakhs respectively.

3. DIVIDEND

During the financial year under review, the Company paid the final dividend of Re. 0.50 per equity share of face value Rs. 10 each for FY 2024-25, as approved by the Members at the 21 st Annual General Meeting held on 30 th September 2025.

Considering the financial performance and future prospects of the Company, the Board of Directors at its meeting held on 14 th May 2026 recommended a final dividend of Re. 0.50 per equity share of face value Rs. 10 each, i.e. 5%, for the financial year ended 31 st March 2026, subject to approval of the Members at the ensuing 22 nd Annual General Meeting to be held on 30 th September 2026.

The dividend, if approved, shall be paid to eligible Members whose names appear in the Register of Members/ beneficial owners as on the Record Date(23rdSeptember2026)fixed by the Company.

4. DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations), the Board of Directors of the Company has adopted a Dividend Distribution

Policy (Policy) which endeavors for fairness, consistency and sustainability while distributing profits shareholders. The Policy can be accessed on the website of the Company at www.creativenewtech.com.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the applicable rules made thereunder, any dividend remaining unpaid or unclaimed for a period of seven consecutive years is required to be transferred to the Investor Education and Protection Fund (IEPF).

Accordingly, during the year under review, the Company transferred an amount of Rs. 17,710/-, representing the unpaid/unclaimed dividend pertaining to FY 2017-18, which had remained unpaid/unclaimed for the prescribed period of seven years, to the Investor Education and Protection Fund (IEPF) in accordance with the applicable statutory requirements.

The shareholders whose unpaid/unclaimed dividend has been transferred to the IEPF may claim the same from the IEPF Authority by following the procedure prescribed under the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

6. TRANSFER TO GENERAL RESERVE

The profit for the year has been retained in the Statement of Profit and Loss / retained earnings.

7. CHANGE IN NATURE OF BUSINESS

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

8. SHARE CAPITAL a. Authorised Share Capital:

During the reporting year, there has been no change or update in Authorised Share Capital of the Company. Therefore, Authorised Share Capital of the company stands at Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each, similar to previous year. b. Issued and Paid-up Share Capital and Warrants:

During the financial year, there was no change in the paid-up share capital of the Company.

The paid-up share capital of the Company as on 31st March 2026 stood at Rs. 15,01,66,750/- divided into 1,50,16,675 Equity Shares of face value of Rs. 10/- each. The paid-up share capital remained unchanged during the financial year under review.

9. LISTING OF EQUITY SHARES ON BSE LIMITED

During the year under review, the equity shares of the Company were listed on the Main Board of BSE Limited with effect from 9th December 2025. Pursuant to the said listing, the Company was allotted the BSE Symbol CNL and Scrip Code 544631. This development represents an important milestone in the Companys capital market journey and further strengthens its presence on the recognised stock exchanges in India.

The listing on BSE Limited is in addition to the existing listing of the Companys equity shares on the National Stock Exchange of India Limited. Accordingly, the equity shares of the Company are now available for trading on both NSE and BSE, thereby providing investors with greater flexibility and improved access to the

Companys securities through the two leading stock exchanges in India.

The dual listing is expected to enhance the Companys market visibility, broaden its investor base and facilitate wider participation from institutional, retail and other investors. It also reflects commitment to improving shareholder access, strengthening transparency and supporting the development ofanactiveandefficient

10. DEPOSITORY SYSTEM

The Company has established agreements with both the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) to facilitate shareholders in maintaining shares in dematerialized form. Additionally, the Company extends the convenience of concurrent dematerialization for physical shares submitted for transfer.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of Executive and Non-executive Directors including Independent Directors along with Key

Managerial Personnel who have vast experience in the core business activity of the Company. The composition tothe of the Board is in consonance with Corporate Governance norm specified in the SEBI Regulations with the Stock Exchange.

During the year, Mrs. Purvi Patel resigned from the position of Whole-time Director of the Company with effect from 11 th August 2025, and was appointed as Chief Strategy Officer of the Company with effect from 26 th August 2025.

Pursuant to Section 152 of the Act and the Articles of Association of the Company, Mr. Ketan Patel (DIN: 00127633), Chairman and Managing Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment as a Chairman and Managing Director.

Further, during the year, i.e. FY 2025-26, under review, there was a No change in the Key Managerial Personnel of the Company. Subsequent to the close of the financial year, Mr. Abhijit Kanvinde ceased to be the Chief Financial Officer of the Company with effect from 14th April 2026, and Mr. Ajit Thakur was appointed as the Chief Financial Officer of the Company with effect from 14th May 2026. Mr. Tejas Doshi continues to be the Chief Compliance Officer and Company Secretary of the Company. Remuneration paid to Executive Directors & KMPs is as follows:

(Amount in Rs. Lakhs)

Sr. No. Name of Director / KMP	Designation	Education Qualification	Gross Remuneration Paid per annum for FY 2025-26	Proposed Gross Remuneration to be paid per annum for FY 2026-27
1. Mr. Ketan Patel	Chairman and Managing Director	Diploma in Computer Technology & MBA from IIM-B	114.07	158.23
2. 3. Mrs. Purvi Patel * Mr. Vijay Advani	Director / Chief Whole-time Strategy Officer Whole-time Director	Diploma in Pharmacy B. Com	81.68 65.92	115.10 81.48
4. Mr. Abhijit Kanvinde **	Chief Financial Officer	CA, Diploma in Marketing Management, B. Com	51.12	2.50
5. Mr. Ajit Thakur ***	Finance / Chief Vice President - Financial Officer	CA, IIFT Strategy Programme, IIM Indore PGPCFO Programme	12.45	50.00
6. Mr. Tejas Doshi	Chief Compliance Officer and Company Secretary	MBA - Finance (UK), CS, L.L.B., B. Com.	35.61	48.44
	TOTAL		360.85	455.75

* Mrs. Purvi Patel resigned from the position of Whole-time Director of the Company with effect from 11th

Companyscontinued August 2025, and was appointed as a Chief Strategy Officer of the Company with effect from 26th August 2025.

** Mr. Abhijit Kanvinde ceased to be the Chief Financial Officer of the Company with effect from 14th April, 2026

***Mr. Ajit Thakur was appointed as the Vice President - Finance with effect from 04th December 2025, subsequently he was appointed as Chief Financial Officer and Key Managerial Personnel of the Company with effect from 14th May, 2026.

Independent Directors

In terms of Section 149 of the Act, Mr. Kurian Chandy, Mr. Suresh Bhagavatula, Mr. Mihir Shah and Ms. Prachi Jain are the Independent Directors of the Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the management. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors. Independent Directors are not liable to retire by rotation in terms of Section 149(13) of the Act.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of science and technology, banking, treasury operations, management, legal, digitalization, strategy, finance, governance, human resources, safety, sustainability, etc. and that they hold highest standards of integrity. ed that they have enrolled confirm The Independent Directors of themselves Company have in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

Details of Familiarization Programme for the Independent Directors can be accessed on the website of the Company at www.creativenewtech.com.

12. DISCLOSURES RELATED TO BOARD MEETINGS AND COMMITTEES OF THE BOARD BOARD OF DIRECTORS (BOARD MEETINGS)

During the year under review, 5 (Five) Board Meetings were held, details of which are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

AUDIT COMMITTEE

As on 31 st March 2026, the Audit Committee comprised of 4 (Four) Members and all of them are Independent Directors of the Company. During the year, 4 (Four) Meetings of Audit Committee were convened and held and details of which are given in the Corporate Governance Report. Your directors ensure that Audit Committee meets regularly to review reports,including significant audit observations and follow-up actions thereon.

During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

As of 31 st March 2026, the Nomination and Remuneration Committee consisted of 4 (Four) members, all of whom are Independent Directors of the Company. During the year, 1 (One) meeting of the Nomination and Remuneration Committee was held, with the details provided in the Corporate Governance Report. The Directors ensure that the Company adheres to a Policy on the Remuneration of Directors and Senior Management Employees. This policy is approved by both the Nomination & Remuneration Committee and the Board. The primary goal of the policy is to ensure that the level and structure of remuneration are fair, adequate, and designed to attract, retain, and motivate Directors, Key Managerial Personnel (KMP), and Senior Management employees.

The policy of the Company on Directors appointment and remuneration is uploaded on to the Companys website and the same is available at www.creativenewtech.com/

STAKEHOLDERS RELATIONSHIP COMMITTEE

As of 31 st March 2026, the Stakeholders Relationship Committee consisted of 4 (Four) members, all of whom are Independent Directors of the Company. During the year, 1 (One) Meeting of Stakeholders Relationship Committee was convened and held and details of which are given in the Corporate Governance Report. The role of the Committee is explained in detail in the Corporate Governance Report enclosed herewith. During the year, under review, Company has complied with all compliances as mandated by various government authorities and Company has not received any complaint from its Investor or shareholders or any individuals.

RISK MANAGEMENT COMMITTEE:

As of 31 st March 2026, the Risk Management Committee consisted of 4 (Four) members, out of which Three are executive directors and one is Independent Director. During the year, the committee held 4 (Four) meetings to identify, evaluate, and prioritize potential risks, ensuring the implementation of effective mitigation strategies. The committee also reviewed and updated the Companys risk management framework, ensuring alignment with evolving business dynamics and regulatory requirements. Through these efforts, the Risk Management Committee has played a crucial role in safeguarding the Companys assets, reputation, and long-term growth.

The Company has adopted and implemented a Risk Management Policy for identification, assessment, monitoring and mitigation of various strategic, operational, financial, regulatory, cyber security and other risks. The Board periodically reviews the risk management framework. In the opinion of the Board, there are no risks which may threaten the existence of the Company.

SHARE ALLOTMENT COMMITTEE:

As of 31 st March 2026, the Share Allotment Committee consisted of 4 (Four) members, out of which two are executive directors, one is CS and one is CFO. Since there was no change in the share capital of the Company during the year under review, no meeting of the Share Allotment Committee was required to be held.

INTERNAL COMPLAINT COMMITTEE (UNDER SEXUAL HARASSMENT POLICY)

As of 31st March 2026, the Internal Complaint Committee consisted of 5 (Five) members, out of which Chairperson is senior woman employee, one internal woman employee and one external woman member, one HR head and one is Company Secretary and Chief Compliance Officer.

The Company has constituted an Internal Committee in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year, the committee held 4 (Four) Meetings. Details of these meetings and detail about this committee are provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As of 31 st March 2026, the CSR Committee consisted of three members, out of which two are executive directors and one is Independent Director. During the year under review, 1 (One) meeting of the CSR Committee was held, details of which are provided in the Corporate Governance Report.

13. PERFORMANCE EVALUATION

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual directors for FY 2025-26 pursuant to the provisions of the Act and Regulation 17(10) of the SEBI LODR Regulations. The evaluation was carried out based on the guidance note on Board Evaluation issued by the Securities and Exchange Board of India.

With a view to maintain high level of confidentiality and ease of doing evaluation, the exercise was carried out through a structured questionnaire. Each Board member filled up the evaluation template on the functioning and overall level of engagement of the Board and its Committees, on parameters such as composition, execution of specific duties, quality, quantity and timeliness of flow of information, deliberations at the meeting, independence of judgement, decision-making, management actions etc. The evaluation templates were structured considering the amendments made under the SEBI LODR Regulations. The Directors were also asked to provide their valuable feedback and suggestions on the overall functioning of the Board and its committees and the areas of improvement.

The Independent Directors also conducted a separate virtual meeting on 05 th February 2026, without the participation of any other Director or Key Managerial Personnel, wherein the performance of the Non- Independent Directors, the Board as a whole and the Chairman of the Company was evaluated. The Independent Directors were satisfied with the overall functioning of the Board, its various committees and with the performance of other Non-Executive and Executive Directors. They also appreciated the exemplary leadership of Chairman of the Board in upholding and following the highest values and standards of corporate governance.

On the whole, the Board expressed its satisfaction with the evaluation process, which reflects highest degree of engagement of the Board and its Committees with the Management.

14. STATUTORY AUDITORS

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company in its 20 th Annual General Meeting held on 30 th September 2024, approved the appointment of M/s Gupta Raj & Co., Chartered Accountants (ICAI Registration No.001687N) as the Statutory Auditors of the Company for a period of 5 years from the 20 th Annual General Meeting till the conclusion of 25 th Annual General Meeting of the Company to be held in the year of 2029.

15. AUDITORS REMARKS ON THE FINANCIAL STATEMENTS:

The Standalone and Consolidated Statutory Auditors Report for the financial year ended 31 st March 2026 does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act.

The notes to the accounts, as referenced in the Auditors Report, are comprehensive and self-explanatory, negating the need for additional clarifications under Section 134(3) (f) of the

There were no instances of fraud reported by the Statutory Auditors during FY 2025-26 in terms of Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

The Statutory Auditors Report for the financial year, conducted by M/s Gupta Raj & Co., Chartered Accountants (ICAI Registration No.001687N), on financial statements of the Company is included in the Annual Report. Notably, the report is free from any qualifications, reservations, or adverse remarks, underscoring the robustness of our financial practices.

16. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 including any statutory modification(s) or re-enactment(s) thereof for the time being in force read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Board of Directors in their meeting held on 06 th August 2025 have approved the appointment of M/s Satyajit Mishra & Co., Practising Company Secretaries (Membership No.: F5759, CP No. 4997) as the Secretarial Auditor of the Company for the term of five (5) consecutive years starting from Financial Year 2025-26 up to Financial Year 2029-30. The said has been approved by shareholders of the company in the Annual General Meeting of the Company held on 30 th September 2025.

17. INTERNAL AUDITORS

The Company had appointed M/s Somaiya & Co. Chartered Accountants, (Firm Registration Number - 121945W, Membership No.: 110870) to conduct internal audit and internal controls. No major violation or non-compliance was observed during the periodic internal audits conducted during the year under review.

18. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records pursuant to Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014.

19. PARTICULARS OF LOAN, GUARANTEE, INVESTMENT OR SECURITY IS GIVEN BY THE COMPANY AS PER SECTION 186:

Elaboration on loans, guarantees given and investments made in accordance with Section 186 of the Companies Act, as supplemented by the Companies (Meetings of Board and its Powers) Rules, 2014, as of 31 st March 2026, is presented within the Notes accompanying the Standalone Financial Statements of the Company. Notably, no guarantees were extended by the Company during the assessed year.

20. LOAN FROM DIRECTORS AND THEIR RELATIVES:

The Company has an outstanding balance of loans received from its Directors and their relatives as on 31 st

March 2026. The Directors and their relatives have confirmed that these loans were extended from their own funds. The monies were not given out of funds acquired by them by borrowing or accepting loans or deposits from others. The particulars of such loans have been duly disclosed in the financial statements and the accompanying notes thereto.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There were no significant by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Companys operations in future during the financial year

22. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during FY 2025-26 were in the ordinary course of business and on an arms length basis. No Related Party Transaction was entered into during the year which was not in the ordinary course of business or not on an arms length basis.

During the year under review, the Company entered into material Related Party Transactions with Secure Connection Limited, Hong Kong, its subsidiary, within the limits approved by the Members at the Annual General Meeting held on 30th September 2025 and in accordance with the applicable provisions of the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations.

The Related Party Transactions are placed before the Audit Committee for prior approval, as required under applicable law. Only those members of the Audit Committee who were Independent Directors approved the same. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value of the transactions. The Internal Auditors and Statutory

Auditors of the company also confirm compliance of Related Party Transactions at quarterly Audit Committee Act, 2013. meeting(s) of the Company.

The Company has adopted a policy on materiality of Related Party Transactions. The policy as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company www. creativenewtech.com.

The disclosures on Related Party Transactions pursuant to Regulation 34(3) of SEBI Listing Regulations read with Schedule V thereto are set out in Notes of the Standalone and Consolidated financial statements of the Company.

The Form AOC-2 envisages disclosure of material contracts or arrangements or transactions at arms length basis. The details of the material related party transactions on-going and entered during FY 2025-26, as per the Policy on dealing with related parties adopted by the Company and regulatory requirements are disclosed in Annexure - A to this Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis as required under the Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure - B and forms part of the Boards Report.

24. SECRETARIAL AUDIT REPORT

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. Satyajit Mishra & Co, Company Secretary in Practice (FCS No. 5759, C P No. 4997) as the Secretarial Auditors for conducting Secretarial Audit of the Company for the financial year ended 31 st March 2026. The report of the Secretarial Auditor is attached as Annexure - C to this Report in Form MR-3.

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings as notified under Section 118 of the Act.

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for FY 2025-26 issued by M/s Satyajit Mishra & Co., Practising Company Secretaries, was submitted to the Stock Exchanges within the prescribed timeline.

25. CORPORATE GOVERNANCE

A separate report on Corporate Governance is provided together with the Certificate from the Practicing Company Secretary confirming compliance of conditions of Corporate Governance as stipulated under SEBI Listing Regulations is attached separately as Annexure - D and forms part of this Annual Report.

26. SUBSIDIARY & ASSOCIATE COMPANIES

As on 31 st March 2026, your Company has 2 (Two) Subsidiary Companies which are based at Hong Kong, namely Creative Peripherals and Distribution Limited (100% wholly owned Subsidiary) and Secure Connection Limited (77.50% holding). Further there is 1 (One) Associate Company namely Creative eCommerce Ventures Private Limited (49% investment).

A statement containing salient features and financial performance of the subsidiary in the prescribed format of (Form AOC-1) is annexed and marked as Annexure - E .

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As of 31 st March 2026, the CSR Committee consisted of three members, out of which two are executive directors and one is Independent Director. During the year under review, 1 (one) meeting of the CSR Committee was held, details of which are provided in the Corporate Governance Report. The CSR Policy is available on the website of the Company at www.creativenewtech.com. During the year under review, there were no instances when the recommendations of the CSR Committee were not accepted by the Board.

The brief outline of the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure - F of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

28. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as Annexure - G of this Report. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Directors Report. Further, in terms of Section 136 of the Act, the Annual Report and the Audited Financial Statements are being sent to the Members and others entitled thereto, excluding the aforesaid statement.

29. INTERNAL FINANCIAL CONTROLS RELATED TO THE FINANCIAL STATEMENTS

The Company had adequate Internal Financial Controls (IFC) which is commensurate to the size and business of the Company and is designed to provide reliable financial information. It provides reasonable assurance with respect to preparation of financial statements in compliance with the Acts, Rules, and Regulations as applicable including Indian Accounting Standards and also reliability of financial reporting. The controls also provide assurance that the expenditures are made in accordance with the authority given to the management of the Company duly approved by the Directors of the Company.

These controls are reviewed by the management and key areas are subject to various statutory, internal and operational audits based on periodic risk assessment. The findings of the audits are discussed with the management and key findings are presented before the Audit Committee and Board of Directors for review of actionable items. The review of the IFC, inter-alia, consists of the three components of internal controls, viz.,

Entity level controls, Key financial reporting controls and Internal controls in operational areas. In addition, the Internal Auditor monitors and evaluates the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting and procurement procedures and respective policies. Periodical control report on the same is presented and discussed with the Audit Committee. Conscious efforts are in place on a continuous basis to ensure that all the assets are safeguarded and protected against loss from unauthorized use and disposal and that all transactions are authorized, recorded and financial statements show a true and fair picture of the state of affairs of the Company. Compliance is in place as regards to applicable statutory and regulatory requirements. The internal control systems of the Company are monitored and evaluated by Internal and Statutory Auditors and reviewed by Management. Internal Auditors of the Company independently reports key findings on the internal control systems to the Audit Committee.

30. VIGIL MECHANISM

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Company has in place Whistle Blower Policy to encourage all employees or any other person dealing with the Company to disclose any wrong doing that may adversely impact the Company, the Companys customers, shareholders, employees, investors or the public at large. This policy, inter-alia, also sets forth: (i) Procedures for reporting of questionable auditing accounting, internal control and unjust enrichment matters (ii) Reporting instances of leak or suspected leak of Unpublished Price Sensitive Information and; (iii) An investigative process of reported acts of wrong doing and retaliation from employees, inter-alia, on a confidential and anonymous basis.

The Company remains steadfast in its commitment to uphold the utmost ethical, moral, and legal standards in its business operations. The Vigil Mechanism Policy, which encapsulates these principles, is accessible on the Companys officialwebsite at www.creativenewtech.com Throughout the reviewed year, there were no instances of complaints filed by any Company employee, nor were any issues reported to the Chairman of the Audit Committee pursuant to the Companys Vigil Mechanism and Whistleblower Policy.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with requirements, inter-alia , of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to address complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainee) are covered under this policy.

The Company, along with its group and subsidiary companies, have total 355 employees as on the closure of financial year. Out of which 55 are female employees, 300 are male employees and 0 transgender employees.

The following is a summary of sexual harassment complaints received, disposed off and pending:

No. of complaints received	NIL
No of complaints disposed off	NIL
No. of Cases pending for more than 90 days	NIL

During FY 2025-26, no case of sexual harassment has been reported.

32. STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

The Company confirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder during the year under review.

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

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, is given hereunder:

A. Conservation of energy

Your Company is primarily engaged in Marketing and Trading activities and has not consumed energy of level and hence no anysignificant additional investment is required to be made for reduction of energy consumption. However, the Company will continue with its efforts to conserve the energy.

B. Technology absorption

The Companys operations do not require significant absorption of technology.

C. Foreign Exchange Earnings and Outgo

The details of foreign exchange earnings and outgo during FY 2025-26 are as follows: Foreign Exchange Earnings: Rs. 75,402.68 Lakhs Foreign Exchange Outgo: Rs. 50,207.90 Lakhs

34. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis; e. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025-26.

35. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year, i.e. 31 st March 2026, and the date of this Report. finance Company has continued to pursue However, subsequent to the end of the proposed acquisition of Infinova India Private Limited, as disclosed to the Stock Exchanges from time to time. The Company is currently in the process of finalising the definitive agreements in relation to the proposed transaction. As on the date of this Report, no binding definitive agreement has been executed and the finalisa proposed transaction remains subject to sec tion and execution of definitive agreements and fulfilment of the applicable conditions.

Further, Mr. Abhijit Kanvinde ceased to be the Chief Financial Officer of the Company with effect from 14th April 2026 and Mr. Ajit Thakur was appointed as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from 14th May 2026.

The Board of Directors at its meeting held on 04th August 2026 also approved/recommended the Creative Newtech Limited Employee Stock Option Scheme 2026, subject to approval of the Members at the ensuing Annual General Meeting.

The above developments have been disclosed for the information of the Members and, as on the date of this Report, do not result in any material change or commitment affecting the financial position of the Company.

36. ANNUAL RETURN

In accordance with Section 134 (3) (a) and as provided under Section 92 (3) of the Companies Act, 2013, the Annual Return as on 31 st March 2026 is available on the Companys website on www.creativenewtech.com

37. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. There were no deposits outstanding as at 31 March 2026 and there has been no default in repayment of deposits or interest thereon. There were no deposits which were not in compliance with Chapter V of the Act.

38. HUMAN RESOURCES

Your Company continues to be assured by competence and commitment of the people.

The working climate of your Company continues to remain harmonious with focus on improving Productivity, Quality and Safety. Health and Safety of the employees and its associates we work with remains as our paramount importance. Your Company ensures that operations are carried out as per the safety guidelines and procedures in place which are regularly updated. We believe that success of Company depends on the talent and dedication of our employees and we strive to attract, hire, develop and retain outstanding employees. In view of this, we have laid down a comprehensive set ofpoliciesaimingatattracting,retainingandmotivatingemployees.Webelievesignificantbenefitsare realized from having a strong and seasoned management team with many years of experience in technology distribution and related industries. We consider relations with our employees to be good. Efforts are continuously made to strengthen organizational culture in order to attract and retain best talent in the industry. The Board appreciates the commitment and support of the employees and look forward to their continued support.

39. OTHER DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review: i. the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as on 31 st March 2026. ii. the details of difference between the 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. iii. During FY 2025-26, no Employee Stock Option Scheme was in operation and no stock options were granted by the Company. Accordingly, no disclosure in respect of employee stock options was required for the year under review. Subsequent to the end of the financial year, the Board has approved/recommended the

Creative Newtech Limited Employee Stock Option Scheme 2026, in its Board Meeting held on 04th August 2026 subject to approval of the Members at the ensuing Annual General Meeting.

iv. No disclosure is required under Section 67(3)(c) of the Act in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable. v. During the year under review, your company has not made any transaction with regards to buyback of shares, Sweat Equity, Bonus Shares, ESOPs etc.

40. GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken a Green Initiative in Corporate Governance by permitting electronic mode for service of documents to Members after considering relevant provisions of the Information Technology Act, 2000 and Act and Rules made thereunder.

Pursuant to provisions of Act, service of documents to Members can be made by electronic mode on the email address provided for the purpose of communication. If a Member has not registered an email address, other permitted modes of service would continue to be applicable.

Your Company sincerely appreciates members who have contributed towards furtherance of Green Initiative. We further appeal to other Members to contribute towards furtherance of Green Initiative by opting for electronic communication.

Members who have not provided their email address will continue to receive communications, dissemination, notice(s), documents etc. via permitted mode of service of documents. Further, the Members who request for physical copies, will be provided the same.

41. ACKNOWLEDGEMENT

The Board of Directors extends heartfelt gratitude to our Vendors, Customers, Bankers, the National Stock Exchange, Bombay Stock Exchange, Registrar and Transfer Agent, Merchant Bankers, Depositories, Central and State Governments along with their departments, and local authorities for their unwavering guidance, support, and cooperation. The Companys success is deeply rooted in a culture of professionalism, creativity, integrity, and continuous improvement across all functions. Efficientutilization of our resources has key to driving sustainable and profitable growth, and we credit our achievements to the collective efforts of all those involved.

To our valued Shareholders, we express our sincere appreciation for the trust and confidence you have consistently placed in us.

For and on behalf of the Board of Directors
Creative Newtech Limited

Ketan Patel
Chairman & Managing Director
DIN - 00127633

Date: 04 th August, 2026
Place: Mumbai