Graphisads Ltd Management Discussions

India has emerged as the fastest growing economy of the world, and its Gross Domestic Product (GDP) has witnessed a growth rate of 6.5% in FY 2024-25 over the growth rate of 8.2 % in FY 2023-24. Government policies and public-sector initiatives play a pivotal role in shaping the Indian advertising industry.

The inaugural World Audio Visual and Entertainment Summit (WAVES), in May 2025, places India at the center stage of global creativity. Conceptualized under Honorable Prime Minister leadership, WAVES is a transformative movement that will redefine the Media and Entertainment (M&E) landscape. As India s M&E industry nears INR 2.7 trillion, WAVES, 2025 signals our intent to lead in creativity, innovation, and entrepreneurship.

Over the past decade, strategic campaigns such as Digital India, Make in India, and Startup India have not only increased government advertising spends but also stimulated broader market activity by encouraging entrepreneurship and digital literacy.

Advertising sector in the country is undergoing a significant revolution, driven by the rapid integration of digital technologies and social media activation, increasing consumer preference towards online shopping and visualization preferences, along with the escalating e-commerce industry, is positively influencing the market.

The Government s outlook plans for the economy s support and development are expected to make the spending and contributions for factors such as tax buoyancy, a streamlined tax system with low rates, a thorough assessment and rationalization of the tariff structure, and the digitization of tax filing. After introduction of tax regimes and option for availing benefits as per the suitable income structure, the government is emphasizing awareness for filing the Income Tax and robust the economy with higher number of Taxpayers and high volume of Tax Income. The focused contact-based services are largely boosting its growth by unleashing the requirement in the current market scenario. The sectors success is being captured by a number of high- frequency indicators (HFIs) that are performing well, signaling the beginnings of a strong comeback.

According to the Indian Advertising Market Research Report, the size of the Indian advertising market crossed the marked of INR 700.00 Billion (Approx) in the year 2022 and crossed the benchmark of INR 900.00 Billion (Approx) in 2024. Looking forward, the growth and the market standards it is expected that the market to reach INR 2,100 Billion (Approx) by 2033, exhibiting a growth rate (CAGR) of 9.37% during 2025-2033.

Further, these factors are contributing and advantageous to the Advertising and Media market demand in the country. Also, advertising sector is booming its verticals and can be employed in roadside billboards, websites, e-com., street furniture, printed newsletters, event bulletins, airport kiosks, and product packaging in India.

Considering all the business scenarios, government policies and initiatives and industry demand it is clear that advertisement industry has bright future in the coming years too and the rising number of media and entertainment models is strengthening the market growth in India. The available opportunities in hand is because digital media has become the mode of advertising and has become very vibrant showcase for everyone. We at Graphisads are ready to accept the challenge and have geared to equip ourselves with the latest technology and promising human talent.

1. Analysis of the performance of the Company

Particulars	Amount in Lakhs (INR)
	F.Y 2024-25		F.Y 2023-24		Percentage Change (Absolute)	Percentage Change (As % of Income/Exp.)
	Amount	% of Gross Income/ Exp	Amount	% of Gross Income/ Exp.
Total Revenue from Operations (1)	10726.84	95.91	7821.92	99.44	37.14	-03.55
Other Income (2)	457.72	04.09	44.39	00.56	931.13	630.36
Gross Income for the period	11184.56	100.00	7866.31	100.00	42.18	00.00
Components of Expenditure
Cost of Advertisements (3)	8934.79	85.27	5557.88	75.85	60.67	12.42
Directors Remuneration (4)	60.00	00.57	60.00	00.82	00.00	-30.49
Salary & Wages to Employees (5)	549.66	05.25	489.98	06.69	12.18	-21.52
Employees Benefit Expense (Total)	609.66	05.82	549.98	07.51	10.85	-22.50
Finance Cost (6)	109.41	01.04	254.75	03.48	-57.05	-70.11
Depreciation/Amortization (7)	93.43	00.89	68.86	00.94	35.68	-05.32
Other Operating Expenses (8)	730.67	06.97	896.32	12.23	-18.48	-43.01
Total Expenditure	10477.97	100.00	7327.79	100.00	42.99	00.00
Profit before Tax & Exceptional Items (9)	706.59		538.52		31.21
Prior Period Items	15.31		00.60		2451.67
Profit before Tax	691.28		537.92		28.51
Tax Expenditure for the year (10)	104.65		259.58		-59.68
Profit after tax	586.63		278.34		110.76
Earnings Per Share	3.21		1.87		71.66

Notes:

(1) The Company has registered a substantial growth in revenue of 37.14%. The management is confident enough and is putting its vigorous efforts to yet further expand the operations of the Company across all the segments and it is getting a very positive response from the market. The performance of the Company shall surely be improved in times to come.

(2) The other income comprises of profit on sale of investment, interest from the Fixed Deposits made to secure Bank Guarantees required for various tenders and empanelment s. In addition, there is regular sales of scraps and minor income is generated therefrom.

(3) The cost of advertisements has increased in absolute terms which is in line with the increase of revenue from operations. However, strict cost control measures were taken and the effective cost of advertisements in comparison with the increased operation marginally increased by 12.42%. The management is regularly working to reduce costs by using advanced techniques and plannings and is confident of maintaining this effort for future too.

(4) Although the operations and working of the Company have increased since its IPO executed and listing of securities done and there were tremendous efforts and time involvement of directors started in the day-to-day business affairs of the Company, the Board did not increase the remuneration of directors keeping in view the further requirement of funds.

(5) There was only a nominal increase in the salaries of current employees and the increased expenditure on employees benefits indicate the expenditure on new recruitment, which is duly indicated by the increased number of employees. However, it should be noted that the increase in this expenditure by 12.18% is much lesser than the increased revenue from operations for the year which shows an optimum utilization of available resources and manpower.

(6) The finance cost decreased tremendously by (57.05%) in absolute terms and proportionally decreased by (70.11%) in comparison to an increased total expenditure for the year. This decrease in the finance cost is due to the reason that the company has repaid the substantial part of the borrowings during the reporting period.

(7) The company has added two major assets in the capital work in progress i.e. NCUI Auditorium and NDMC Public Utility project, which increased the absolute depreciation expenditure by 35.68%.

(8) The absolute revenues has increased by 37.14%, and despite the increase in the expenditures by 42.99%, the company s profit before tax (PBT) increased substantially by 31.21 %. which is considered quite encouraging.

2. Work orders awarded and empanelment s of Company

The operations of the company got a boost after its IPO and it got various important empanelment and work orders thereafter. Few of them are given below including the new empanelments and ongoing one:

S. No.	Awarding Authority	Particular of Work
1.	Information & Public Relations Department, Government of Bihar	Outdoor Advertising Empanelment and Fixation of Departmental Rates Application for Outdoor Media
2.	National Film Development Corporation Limited (NFDC)	Event Management of 18th Mumbai International Film Festival- 2024
3.	New Delhi Municipal Council (NDMC)	Maintain, Operate and Monetize 100+ Public Utilities in NDMC Area in Delhi
4.	Khadi Village & Industry Commission, GOI	Event Management
5.	Sports Authority of India - Khelo India, GOI	Event Management
6.	NPTC, Ministry of Power, GOI	Advertising Agency Empanelment
7.	National Institute of Food Technology Entrepreneurship and Management, Gol	Multimedia Agency
8.	UIDAI, Aadhar Card	Multimedia Agency
9.	Directorate of Income Tax	Empanelment of Multi-media agencies for Year 2024-25
10.	Indian Railway Catering and Tourism Corporation Ltd. (IRCTC)-North Zone	Empanelment of Event Management Agencies for North Zone
11.	Housing and Urban Development Corporation Ltd. (HUDCO)	Empanelment ofAdvertising Agencies for HUDCO Ltd.
12.	THDC India Limited	Empanelment ofAdvertising Agencies.
13.	National Housing Bank (NHB)	Empanelment Agency for providing Creative/Advertising Services. (Spike Advertising)
14.	Directorate of Tourism, Govt. of Bihar	Empanelment as Creative Agency for Bihar Tourism
15.	Government of Maharashtra	Outdoor Advertising Agency
16.	Bihar Tourism	Outdoor Advertising Agency
17.	Government of Punjab	Outdoor Advertising Agency
18.	Conscient Infrastructure Pvt. Ltd	Publishing Jacket Ads in Newspaper for the Project \u2018 Elevate Reserve \u201d (Spike Advertising)
19.	Ocus Skyscrapers Realty Pvt Ltd	Publishing Full Page Ads in Newspaper (Spike Advertising)
20.	Whiteland Corporation Pvt Ltd	Publishing Jackets Ads in Newspaper (Spike Advertising)
21.	Fantasy Buildwell Pvt Ltd- Paras Group	Publishing Jackets Ads in Newspaper (Spike Advertising)
22.	Signature Global Titanium SPR	Publishing Jackets Ads in Newspaper (Spike Advertising)
23.	Whiteland Corporation Pvt Ltd	Publishing Jackets Ads in Newspaper (Spike Advertising)

In addition to the above the Company was awarded a tender amounting to Rs. 1.80 Cr by Bharatiya Janata Party (BJP) for work as Empaneled Agency for Outdoor Campaign for Lok Sabha General Elections- 2024.

The Company successfully executed Outdoor Advertising Campaign for Bharatiya Janata Party (BJP) for the General Elections- 2024 in the state of Delhi & Punjab.

Apart from the above stated empanelment s and work orders, the company got various other tenders, and managed various events and exhibitions throughout the year.

3. Human Resources Review

The Company fosters a growth-oriented work culture with a safe, productive, and healthy environment. The management of Graphisads always endeavors to attract, induct and retain the best-in-class employee human resource of the industry and nurturing an environment that promotes inclusive growth and drives thought leadership of business and its vertical across all segments and objectives. With this objective in place, we have in place a comprehensive human resource development strategy which addresses all its key aspects.

The Company promotes gender equality in recruitment and remuneration fixing process and emphasizes performance-based compensation packages to attract and retain talent. The Company continues to foster an inclusive work environment and provides equal opportunities and respect to all employees, irrespective of their designation, background or gender. The Company is having a team of around 100 employees and all of them are having a sound knowledge in their relevant fields.

We believe that continuity training is the only tool to equip our workforce with latest functional, managerial, technical and technologies enabling them to move and grow with industry trends and therefore we have a comprehensive on-line and offline training program in place.

Graphisads always endeavors to provides a workplace environment that is safe, hygienic, humane and upholds the dignity and integrity of its workforce whereby the morale of our human resources has always remained high. We have the vibrant POSH Committee in place which is always vigilant towards any cause of women and strive always to mitigate all risks of any chances of sexual harassment at workplace.

We at Graphisads plan and have various entertainment and stress release sessions and we had also provided staff and family tours for our employees.

4. Opportunities and Threats

The day to day changing business parameters and in the current dynamic business scenario which is filled with rapid changes in technology, government policies, mounting competitive threats and constant new entrants into market, higher competitions all collectively makes it challenging to sustain and handle the intricacies and provide competitive solutions to the clients.

We are in the advertising and media industry faces competitions from domestic and international companies as well. We foresee this competition to continue to grow as the demand for advertising and monetizing solutions increases. Further we believe that our competition also depends on several factors which include changing business framework, market competition at cut-to-cut rates, changing information technology policies and frame works, difficult to retain skilled staff etc.

We currently operate nationally from our offices in the National Capital of the Country. We believe that we can extend our marketplace platform through nationwide expansion to help automate and improve advertising for buyers and sellers PAN India. We intend to grow our market share in our existing national market.

Graphisads may be exposed to a range of external as well as internal risks that can have an impact on its performance. In order to efficiently manage these, we have built a strong risk management framework which includes identification of the identified risks, its impact and our mitigation strategy. Any of these risks could adversely affect our business, operating results, financial condition, and prospects.

The risk factors and our strategy to mitigate are given below:

Risk Factor	Risk Description	Risk Mitigation Plan
Business Continuity Risk	Unforseen natural hazards, force majeure and other hazards may impact business operations.	We at Graphisads recognize this risk very sensibly. The COVID-19 pandemic has taught us a lesion and learning from there we have strengthen our Business Continuity Plan (BCP) that addresses disruptions which could be faced by operations and work force at large. We have Standard Operating procedures in place to mitigate such situations. We already have Work from Home policy in place, event specific succession planning and the related contingency plans.
Fraud Risk	Fraud risk refers to the potential for intentional deception or dishonest behaviour within an organisation, posing threats to its market reputation, business, assets, operations	The Management of Graphisads focusses on prevention, detection, investigation of fraud and actions in the event of fraud. Top management representatives oversee the matters related to fraud risk, review and approves actions against frauds /perpetrators.
Market Risk	Prospective clients may reduce their marketing budgets or change their dependencies on different mode of advertising. This may be due to economic conditions or general market trends.	We at Graphisads are consistently vigilant towards any such proactive track of the markets we operate in. Any deviation observed in such trends is discussed with internal departments and clients and corrective measures are immediately taken.
Technological Changes	Technological changes are permanent in nature. So this may impact our business too. We use many software and data servers which are driven on technology, internet and are subject to outside threats. This may at time impact the deliveries of our services.	We are taking up continuity training to the staff concerned, the data safety is ensured through back-ups and the software are regularly updated and latest anti-virus software \u2019 s are used at all times. Also, we have an alternate contingency plan in place to meet any such contingency.
Credit Risk	Our clients may fail to pay the dues in time, and this may not only impact the liquidity position for current operations but also the expansion plan ofthe Company.	We have a dedicated team for follow-up of receivables. The department heads are themselves responsible to follow up the clients and report to the management in time in case of any delays are there so that the alternate plans are made effective to reduce the risk of any adverse effect on operations ofthe Company.
Liquidity Risk	Any threat to the liquidity could be a risk factor and it is the position where the company is unable to pay-off its obligations as they become due.	Our finance department always have credit lines in accordance with the required needs. We mostly prefer at least one OD/CC facility in force to meet any such contingency. We are very much comfortable with the debt service ratio so as any additional credit facility may be taken at the time of requirements. Also we are always regular in payment of our dues to financial institutions and therefore the company is always handy in taking additional credit facilities.

The Company s risk management is supervised by the Board of Directors, who have established the Risk Management Policy of the Company to ensure effective risk strategy implementation. The Board of Directors has the ultimate ownership of ensuring appropriate risk governance and oversight. The top management, including the senior management personnel, closely monitors the business and the need of business time to time to reduce risk mitigation. Moreover, the Company has a robust Risk Management framework to identify, measure, manage and mitigate business and opportunities.

Cautionary Statement:

The Management Discussion & Analysis Report and the statements made thereunder are the expectations, presumptions, opinion, and predictions of the Company and discovered based on the current market senior shall only be considered as future forecast or forward-looking statements only. Actual results may be differed from those expressed or implied depending upon changes in market conditions, availability of resources, conditions of the projects, government policies, costing of the projects, economic developments in the country and all other relevant factors.

Internal Control System

We at Graphisads have well-established and robust with an Internal Control Systems, commensurate with the size, scale and nature of our operations. Stringent control systems and processes are in place to monitor and control our operations across all the segments. We also have regular audits and internal checks to ensure process quality and adherence to the defined required processes. The involvement of the Board and Senior Management in day-to-day affairs is also a key factor for the suitable Internal Control System. The following points have been duly borne in mind while designing these control systems:

1. It should be ensured that proper accounting records are maintained to identify at every time the revenue, cost, expenses, creditors, debtors, loans & borrowings etc. so as there is no slippage in management decisions with respect to any matter.

2. The financial reporting should be reliably ensured.

3. All the business transaction are properly authorized, recorded and reported to the Management.

4. Operations should be vigilantly and sensibly monitored.

5. The assets ofthe Company are duly protected from unauthorized use or losses, adequate insurance coverage is in place at all times and compliances with applicable regulations is met.

6. Accounting Standards for properly maintaining the books of accounts and reporting financial statements are followed.

7. The efficacy ofthe control system is validated by internal auditors and re-examined by the management.

The Board has appointed Mr. Shobharam Dhama, Company Secretary, as the Internal Auditors of the company for the Financial Year 2024-25, to ensure adequacy of internal control system, compliance of rules and regulations applicable to the Company and adherence to the management policies. The Internal Auditor has been provided with elaborate terms of reference to have checks and report any short coming, defaults or flaws of any statutory requirements or of general parlance.

The Internal Auditor reports to the Audit Committee chaired by an Independent Director of the Board. The Internal Audit team conducted yearly audit, and the Board is planning to have the Internal Audit report half yearly and at least twice a year. The Internal Auditor also reviews the operating effectiveness of internal controls. Based on the report of Internal Auditor, reviewed half yearly by the Audit Committee, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

The Board oversees the overall process of risk management throughout the organization. Business Heads and Support Function Heads are also responsible for establishing effective internal controls within their respective functions.

1 Client Consultation and Strategy Development:

(1) Meet with the client to understand their advertising goals, target audience, budget, and overall marketing strategy.

(2) Determine which advertising channels (newspaper, outdoor, events, digital, etc.) are best suited for the clients objectives.

(3) Develop a comprehensive advertising strategy that outlines the various components of the campaign.

2 Creative Brief and Conceptualization:

(1) Create a creative brief that summarizes the campaign objectives, target audience, key messages, and design preferences.

(2) Brainstorm and conceptualize creative ideas for each advertising channel.

(3) Develop concepts for newspaper ads, outdoor billboards, event themes, radio and TV scripts, digital content, and more.

3 Creative Design and Content Creation:

(1) Design visually appealing and impactful creatives for various platforms, keeping in mind the specific requirements of each medium.

(2) Generate engaging content for radio and TV scripts, online advertisements, and other relevant materials.

(3) Ensure consistent branding across all creatives.

4 Media Planning and Buying:

(1) Identify the best media outlets for each channel (newspapers, outdoor spaces, radio stations, TV networks, online platforms, etc.).

(2) Negotiate with media vendors to secure ad placements and spaces at optimal rates.

(3) Develop a media schedule that specifies when and where each advertisement will be displayed or broadcast.

5 Production and Execution:

(1) Produce and print collaterals such as brochures, flyers, banners, and other promotional materials.

(2) Coordinate the production of audiovisual (AV) content, including TV and radio commercials.

(3) Execute outdoor advertising installations and oversee event planning and execution.

6 Digital Marketing and Social Media:

(1) Create and manage digital advertising campaigns across various online platforms, including social media, search engines, and display networks.

(2) Develop compelling content for social media channels to engage the target audience.

(3) Monitor and optimize digital campaigns based on real-time analytics.

7 Monitoring and Analysis:

(1) Regularly track the performance of each advertising campaign, collecting data on reach, engagement, conversions, and other key metrics.

(2) Analyze the data to determine the effectiveness of each advertising channel and adjust strategies as needed.

8 Reporting and Client Communication:

(1) Prepare detailed reports outlining the results of each campaign, including insights and recommendations for improvement.

(2) Present the reports to the client and discuss the outcomes of the advertising efforts.

(3) Maintain open communication with the client throughout the process, addressing any questions, concerns, or adjustments.

9 Feedback and Optimization:

(1) Gather feedback from the client and stakeholders on the overall campaigns success and areas for improvement.

(2) Use feedback and performance data to refine future campaigns and enhance the agencys strategies.

10 Project Closure:

(1) Ensure all contractual obligations with media vendors are fulfilled.

(2) Complete final invoicing and financial settlements with the client.

(3) Archive campaign materials and data for future reference.

Particulars of Employees

1. Details of top employees in terms of remuneration drawn as per provisions of section 197(12) of the act read with rules 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

S. No.	Name and Age of the Employee	Designation of the Employee	Remuneration paid (Amount in Rs.)	Nature of employment whether contractual or otherwise	Qualifications and experience of the employee	Date of commencement of employment	The percentage of equity shares held by the employee within the meaning of clause (iii) of sub-rule (2) of rule 2 of Companies (Appointment and Remuneration) Rules, 2014	Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager
01	Nil	N/A	N/A	N/A	N/A	N/A	N/A	N/A

2. Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Name of Director/ KMP and designation	Remuneration of Director/KMP for financial year 2024-25 (in Rs. Lacs)	Median remuneration of employees (in Rs. Lacs)	Ratio of remuneration of each Director/KMP to median remuneration of employees	% increase in Remuneration of each director CFO, CEO, CS or Manager
Mr. Deepak Bahuguna, WTD	8.40	2.73	3.08	11.11
Mr. Shobharam Dhama, CS	10.20	2.73	3.73	13.33
Mr. Anil Rustagi, CFO	16.80	2.73	6.15	12.00
Sh. Mukesh Kumar Gupta, CMD	30.00	2.73	10.99	Nil
Mr. Alok Gupta, WTD	30.00	2.73	10.99	Nil

3. The percentage increase in remuneration of Key Managerial Personnel (KMP) in the financial year and comparison of the remuneration of each Key Managerial Personnel (KMP) against the performance ofthe Company:

Name of key Managerial Personnel (KMP)	% increase in Remuneration
Sh. Mukesh Kumar Gupta, CMD	Nil
Mr. Alok Gupta, WTD	Nil
Mr. Deepak Bahuguna, WTD	11.11
Mr. Anil Rustagi, CFO	12.00
Mr. Shobharam Dhama, CS	13.33

4. The percentage increase in the median remuneration of employees on the rolls ofthe Company in the financial year:

Median Remuneration in current year (in Rs. Lacs)	Median Remuneration in Previous year (in Rs. Lacs)	% increase
2.73	2.56	6.6

5. The Number of permanent employees on the rolls of company:

There a 129 regular employees on the rolls of Company as on 31 st March, 2025.

6. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Increase in salary of Key Managerial Personnel	11.33
Increase in salary of employees (other than Key Managerial Personnel)	47.04

*Note: While Calculating Increase in salary of Key Managerial Personnel and other employees, those who joined and resigned during the year is excluded.

7. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that remuneration is as per the remuneration policy of the Company.