Graphisads Ltd Directors Report

[Pursuant to section 134(3) of the Companies Act, 2013]

To

The Members of,

Graphisads Limited

Your Directors have pleasure in presenting the Thirty Eighth Board s Report of your Company together with the Audited Statement of Accounts and the Auditors Report of your Company for the financial year ended 31 st March, 2025.

1. Major High Lights of the Report

The Company is expending continuously vertically and horizontally, and the operations of the Company are fostering in a significant way. The company has been awarded with various immense empanelment s and work orders during the year. Major few of them are stated under the section Management Discussion & Analysis . The company is growing day by day and positively achieving the targeted goals in specified time frame.

2. STATE OF AFFAIRS OF THE COMPANY

(Pursuant to section 134(3)(i) ofthe Act)

(1) Financial summary/highlights

[Pursuant to Rule 8(5)(i) ofthe Companies (Accounts) Rules, 2014]

(i) STANDALONE FINANCIALS

(a) Statement of Profit & Loss

The main highlights ofthe statement of Profit & Loss ofthe Company for the F. Y 2024-25 are as follows:

Particulars	Amount in Lakhs (INR)
	FY 24-25	FY 23-24
Revenue from Operations	10726.84	7821.92
Other Income	457.72	44.39
Gross Income	11184.56	7866.31
Total Expenditure (Including Dep)	10477.97	7327.79
Depreciation & Amortization	93.43	68.86
Expenses other than Depreciation	10384.54	7258.93
Gross Profit Before Depreciation	800.02	607.38
Net Profit Before Tax & Exceptional Items	706.59	538.52
Less: Prior Period Items	15.31	00.60
Net Profit Before Tax	691.28	537.92
Less: Tax Expenses for the year	104.65	259.58
Net Profit After Tax	586.63	278.34
Less: Proposed Dividend on Equity Shares	00.00	00.00
Less: Tax on proposed Dividend	00.00	00.00
Amount available for further appropriations	586.63	278.34
Amount Transferred to General Reserve	00.00	00.00
Amount Transferred to Accumulated P&LA/c	586.63	278.34
Total Surplus carried to Balance Sheet	586.63	278.34
Earnings Per Share (In Rs.)	3.21	1.87

(b) Brief analysis of 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 ofAdvertisements (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 significant 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.

c. Summary of various items of Balance Sheet of the Company is given below:

Particulars	Amount in Lakhs (INR)
	F.Y. 2024-25	F.Y. 2024-25	Increase/Decrease (%)
Authorized Share Capital (1)	2700.00	2000.00	35.00
Paid-Up Share Capital	1827.65	1827.65	00.00
Free Reserves	105.52	105.52	00.00
Share Premium Reserve	5393.02	5393.02	00.00
Surplus / (Deficit) in Statement of Profit and Loss	1804.24	1897.74	-04.93
Total Reserves & Surpluses	7302.78	7396.28	-01.26
Net Worth	9130.43	9223.93	-01.01
Total Long-Terms Borrowings (Secured) (2)	603.33	574.72	04.98
Total Long-Terms Borrowings (Unsecured) (3)	28.91	00.00	100.00
Total Short-Terms Borrowings (Secured) (4)	1248.53	53.40	2238.07
Total Short-Terms Borrowings (Unsecured) (5)	00.00	168.52	-100.00
Total Borrowings ofthe Company (6)	1880.77	820.37	129.26
Sundry Creditors (Micro & Small Enterprises)	84.19	745.82	-88.71
Sundry Creditors (Others)	2196.78	1027.78	113.74
Sundry Creditors (Total) (7)	2280.97	1773.60	28.61
Other Payables	456.98	346.84	31.75
Fixed Assets (WDV)	1970.61	1415.82	39.18
Long-Term Investment	97.88	82.88	18.09
Inventories (7)	569.36	490.66	16.04
Cash & bank Balances	713.35	519.05	37.43
Sundry Debtors (7)	4710.64	4008.06	17.53
Loans & Advances (8)	4131.41	4781.37	-13.59

Notes:

(1) Considering the future business requirements, the Company has increased the Authorized Share Capital base by 35% i.e. from Rs. 20.00 Crore to Rs. 27.00 Crore.

(2) The Long term secured borrowings have substantially increase by 4.98%.

(3) The Unsecured borrowings have also increase to Rs. 28.91 Lks.

(4) The Secured short-term borrowings have also been increased by Rs. 119.95 Crore.

(5) The Unsecured short-term borrowings have been fully repaid.

(6) The Company availed the Overdraft facility for the business requirements amounting to Rs. 12.00 Cr. for which the net effects on the total borrowings and that the indebtedness of the Company has arose by 129.26%. This would also increase the finance cost ofthe Company.

(7) After the Listing and IPO of the Company in 2023-24, the company has enlarged and expanded its operations this year also and therefore the volume of sundry debtors, sundry creditors and inventory has increased.

(8) The company has recovered or received the value for the Advances given resulting the Loans and Advances reduced by (13.59%).

d. Certain Key Financial Ratios as on 31 st March 2025

Important key performance ratios are given below:

S. No.	Particulars	Financial Ratios
01	Return on Capital Employed Ratio	8.12
02	Return on Equity	6.39
03	Net Profit Ratio	5.47
04	Debt/Equity Ratio	0.21
05	Debt Service Coverage Ratio	1.16
06	Current Ratio	2.43
07	Debtors Turnover Ratio	2.46
08	Creditors Turnover Ratio	4.41
09	Inventory turnover Ratio	16.71

(ii) CONSOLIDATED FINANCIALS

Appended below is the brief analysis of Consolidated financials for the period under review:

a. Consolidated Statement of Profit & Loss

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	15382.18	96.56	11286.96	99.50	36.28	-02.95
Other Income	547.93	03.44	56.33	00.50	872.71	588.00
Gross Income for the period	15930.12	100.00	11343.29	100.00	40.44	00.00
Components of Expenditure
Cost of Advertisements	12564.59	84.11	8043.63	76.08	56.21	10.55
Employees Benefit Expense (Total)	767.28	05.14	684.85	06.48	12.04	-20.68
Finance Cost	124.38	00.83	273.62	02.59	-54.54	-67.95
Depreciation/Amortization	148.94	00.99	109.19	01.03	36.40	-03.88
Other Operating Expenses	1332.41	8.91	1460.91	13.82	-08.80	-35.53
Total Expenditure	14937.60	100.00	10572.20	100.00	41.29	00.00
Profit before Tax & Exceptional Items	992.51		771.09		28.72
Prior Period Items	33.01		04.18		689.71
Profit before Tax	959.50		766.91		25.11
Tax Expenditure for the year	120.42		401.15		-69.98
Profit after tax	839.09		365.76		129.41

(2) Future Outlook

(i) The Board of the Directors are very confident of enhancement in capacities and capabilities of the Company and further maintaining and enhancing the pace of growth and the performance of the Company is expected to show yet further improvements.

(ii) Your directors believe that the business world at large is recognising the strength of advertisement and media which adds real worth and visibility to their business and performance. Further, the advertisement industry is transforming itself through technological adoptions and advancements and therefore this has become a challenge on one hand and opportunity on other. We at Graphisads have separate department of Creatives, Media, social media, Digital Marketing which are always vigilant towards new technologies for the industry, and we are very swift in adopting the same in all our segments of business. This trend is believed to continue in future too.

(iii) The Company considering the market competition and competitors and to be a step ahead in the industry, we are continuously adapting the changing market dynamics, embrace emerging technologies, and prioritize creative, results-oriented solutions for our clients. We are focused on Client Relationships and Offering Integrated Solutions to the clients will remain focused in the future also.

(iv) To Company is working hardly to expand the business network, and to rapidly develop our reach in the untouched domestic markets by expanding our sales network. We intend to grow our business swiftly by adding new clientele. With the continuous industrialization scenario in the country and ours as a developing nation, the scope and opportunity of works is massively available and we have the capabilities, abilities and strengths and proven ourself earlier and also can gain from the available opportunities in future.

(3) Change in the nature of business

[Pursuant to Rule 8(5) (ii) ofthe Companies (Accounts) Rules, 2014]

The Company is carrying on its business in the field of multi-functional services in the field of advertisement, marketing and allied activities in accordance with its Main Objects as enshrined in Clause III (A) of its Memorandum of Association.

As part of never-ending process of growth planning, while maintaining its operations of outdoor and print media, the Board has given more focused approach to its Event Management segment where the profit margins are better. Though there has been no change in the nature of activities of the Company during the financial year ended on 31 st March 2025 shifting focus within the mix of activities is expected to bring better results.

(4) Details of directors and Key Managerial Personnel

[Pursuant to Rule (8)(5)(iii) ofthe Companies (Accounts) Rules, 2014]

(i) Board of Directors as on Close of Financial Year

The Board was composed of a total of 06 directors out of whom Three were Non-Executive and Independent Directors. The Board of Directors declares that:

(a) The composition of the Board is in accordance with requirement of Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations read with Section 149 ofthe Act.

(b) None ofthe Directors holds directorships in more than ten public companies.

(c) None ofthe Directors serves as Director or as Independent Directors in more than seven listed entities; and

(d) None ofthe Executive Directors serves as Independent Directors in more than three listed entities.

(e) None ofthe Directors is related to each other except that Mr. Mukesh Kumar Gupta is father of Mr. Alok Gupta.

(f) In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations, and that they are independent of the management. Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

The composition ofthe Board as on 31 st March 2025 is as follows:

S. No.	Name of Director	Designation	Date of Joining	Date of Cessation
1.	Mr. Mukesh Kumar Gupta	Chairman and Managing Director	01/04/1997
2.	Mr. Alok Gupta	Whole-Time Director	29/09/2010
3.	Mr. Deepak Bahuguna	Whole-Time Director	15/12/2022	----
4.	Mr. Vaibhav Tapdiya	Independent Director	15/05/2023
5.	Mrs. Sudha Maheshwari	Independent Director	15/05/2023
6.	Mr. Harish Sharma	Independent Director	20/06/2023

(ii) Changes occurred in Board during the Financial year

Following changes took place in the composition ofthe Board ofthe Company during the financial year:

(a) Mr. Alok Gupta (DIN: 01456388) and Mr. Deepak Bahuguna (DIN: 08103387) the existing directors of the company were appointed as Whole-Time Directors of the company on 29th May, 2024 and their appointments including the terms and condition of appointment were approved by the Members in the Annual General Meeting held on 30-09-2024.

(b) Mr. Varun Kohli (DIN: 10074282) resigned from the office of Independent Director and from all the committees of the Board on 24th June, 2024. He resigned due to the terms and conditions of his new employment. He tendered his resignation with the disclosures made thereunder as per provisions of the SEBI (LODR) Regulations, 2015.

(iii) Particulars of the Key Managerial Personnel of the Company

S. No.	Name of the KMP	Designation	Date of Joining
1.	Mr. Mukesh Kumar Gupta	Chairman and MD	06-03-2023
2.	Mr. Anil Kumar Rustagi	Chief Financial Officer	10-03-2023
3.	Mr. Shobharam Dhama	Company Secretary	10-03-2023

(iv) Change in Board of Directors after closing of the financial year

Following changes took place in the composition ofthe Board ofthe Company after the closure of financial year:

(a) Mr. Harish Sharma (DIN: 01090092) resigned from the office of Independent Director and from all the committees of the Board on 20th August 2025. He resigned because he did pass the examination of Independent Directors within two years of his appointment as mandated under the provisions of the Companies Act 2013. He tendered his resignation with statement of reasons as required under the provisions of the SEBI (LODR) Regulations, 2015.

(b) The Company appointed Mrs. Parveen Ahuja (DIN: 11255467) as additional Director in the capacity of NonExecutive and Professional director on 04th September, 2025.

(v) Recommendations for approval of the shareholders in ensuing Annual General Meeting

(a) Appointment of director in place of director retired by rotation

The Company is a Public Limited Company and in pursuance of the Section 152(6) of the Companies Act, 2013, it is required that two-third of the directors are liable to retire by rotation and One-third of such directors are liable to retire at every Annual General Meeting after the meeting.

Accordingly, Mr. Alok Gupta, Whole Time Director, who is holding office longest amongst the directors liable to retire by rotation, will retire at this Annual General Meeting. Further, Mr. Alok Gupta, being eligible has offered himself for his re-appointment as a director in the capacity of Whole Time Director ofthe Company.

The Board proposes his re-appointment in the upcoming Annual General Meeting. Further, the retirement of Mr. Alok Gupta and his reappointment, if approved by the shareholders, shall not constitute a break in his office either as director or as Whole Time Director.

(b) Appointment of additional director as regular director

Mrs. Parveen Ahuja, DIN: 11255467 who was appointed as the Additional Director of the Company on 04-092025 by the Board of Directors and she holds office upto the conclusion of this Annual General Meeting in accordance with Section 161 of the Companies Act, 2013 and considering the expertise and experience in the financial and management matters your directors are of the opinion that her continued services will be beneficial in the interest ofthe Company.

The Board therefore recommend that Mrs. Parveen Ahuja, DIN: 11255467 should be appointed as the Regular Director ofthe company in the capacity of Professional Non-Executive director.

(vi) Directorship of directors in other companies

S. No.	Name of Director	No. Companies in Which he/ she is director	No. of public Companies in which he/she is director	No. of listed Companies in which he/she is director
1.	Mr. Mukesh Kumar Gupta	05	Nil	Nil
2.	Mr. Alok Gupta	03	Nil	Nil
3.	Mr. Deepak Bahuguna	Nil	Nil	Nil
4.	Mr. Vaibhav Tapdiya	01	Nil	Nil
5.	Mrs. Sudha Maheshwari	04	Nil	Nil
6.	Mr. Harish Sharma	Nil	Nil	Nil

(vii) Composition of Committees of the Board

Pursuant to various provisions of the Companies Act, 2013 and rules made thereunder, SEBI (LODR) Regulations, 2015 and SEBI (ICDR) Regulations, 2018 and the provisions of the Companies Act, 2013 the mandatory Committees of the Board have been duly formed and the composition of the same as on 31st March, 2025 was as follows:

(a) Audit Committee:

S. No.	Name of the Director	Designation
1.	Mr. Vaibhav Tapdiya	Independent Director (Chairman)
2.	Mr. Harish Sharma	Independent Director (Member)
3.	Mr. Alok Gupta	Executive Director (Member)
4.	Mr. Shobharam Dhama	Company Secretary (Secretary to the Committee)

(b) Stakeholders Relationship Committee:

S. No.	Name of the Director	Designation
1.	Mr. Harish Sharma	Independent Director (Chairman)
2.	Mr. Alok Gupta	Executive Director (Member)
3.	Mr. Deepak Bahuguna	Executive Director (Member)
4.	Mr. Shobharam Dhama	Company Secretary (Secretary to the Committee)

(c) Nomination and Remuneration Committee:

S. No.	Name of the Director	Designation
1.	Mr. Harish Sharma	Independent Director (Chairman)
2.	Mrs. Sudha Maheshwari	Independent Director (Member)
3.	Mr. Vaibhav Tapdiya	Independent Director (Member)
4.	Mr. Shobharam Dhama	Company Secretary (Secretary to the Committee)

(i) Meetings of the Board of Directors

During the financial ended 31st March 2025, a total of 08 meetings of the Board were held. The dates of the meetings are given below:

S. No.	Date	S. No.	Date	S. No.	Date
01	29-05-2024	02	02-07-2024	03	19-07-2024
04	04-09-2024	05	16-09-2024	06	10-10-2024
07	14-11-2024	08	05-03-2025

A separate meeting exclusively of the Independent Directors was held on 28th March, 2025 pursuant to the provisions of Section 149(8) of the Companies Act, 2013 read with Schedule IV ofthat Act.

(ii) Meetings of the Committees of Board

The details of meetings of the Committees of the Board held during the financial ended 31st March 2025, are given below:

S. No.	Dates of Meetings
	Audit Committee	Nomination & Remuneration Committee	Stakeholders Relationship Committee
01	15-05-2024	29-05-2024	16-09-2024
02	29-05-2024	16-08-2024	---
03	16-09-2024	---
04	14-11-2024	---	---
05	05-03-2025	---	---

(iii) Attendance of the Directors

(a) Attendance in Board Meetings

S. No.	Name of Director	No. of Meetings Held during his/her tenure	No. of Meetings attended
01	Mr. Mukesh Kumar Gupta	08	08
02	Mr. Alok Gupta	08	08
03	Mr. Deepak Bahuguna	08	08
04	Mr. Vaibhav Tapdiya	08	04
05	Mrs. Sudha Maheshwari	08	05
06	Mr. Varun Kohli	01	01
07	Mr. Harish Sharma	08	05

(b) Attendance in Last Annual General Meeting

The Company held its Annual General Meeting on 30-09-2024 during the Financial Year and the meeting was attended by all the directors of the Company.

(c) Attendance in Meetings of Audit Committee

S. No.	Name of Director	No. of Meetings Held during his/her tenure	No. of Meetings attended
01	Mr. Vaibhav Tapdiya	05	04
02	Mr. Varun Kohli	02	01
03	Mr. Alok Gupta	05	05
04	Mr. Harish Sharma	03	02

(d) Attendance in Meetings of Nomination and Remuneration Committee

S. No.	Name of Director	No. of Meetings Held during his/her tenure	No. of Meetings attended
01	Mr. Vaibhav Tapdiya	01	01
02	Mr. Varun Kohli	01	01
03	Mrs. Sudha Maheshwari	02	02
04	Mr. Harish Sharma	01	01
05	Mr. Deepak Bahuguna	01	01

(e) Attendance in Meetings of Stakeholders Relationship Committee

S. No.	Name of Director	No. of Meetings Held during his/her tenure	No. of Meetings attended
01	Mr. Alok Gupta	01	01
02	Mr. Deepak Bahuguna	01	01
03	Mr. Harish Sharma	01	01

(5) Information about subsidiary/ JV/ Associate Company

[Pursuant to Rule (8)(5)(iv) ofthe Companies (Accounts) Rules, 2014]

(i) During the year under review, any Company neither became nor ceased to be the Subsidiary, Joint Venture or Associate, of the Company.

(ii) The Company has only one subsidiary which is its Wholly Owned Subsidiary. The particulars of the said Company is given below:

Spike Advertising Private Limited

(a) CIN: U74140DL2011PTC217542

(b) Status: Wholly owned Subsidiary

(c) Shareholding: 100%

(iii) The profit after tax (PAT) of the subsidiary for the financial year 2024-25 has been Rs. 253.41 Lakh which is 30.21 % ofthe consolidated PAT of Graphisads Limited.

(iv) The Company does not have any other Subsidiary, Joint Venture or Associate Company as defined under the Companies Act, 2013.

(6) Details relating to deposits covered under Chapter V of the Act.

[Pursuant to Rule (8)(5)(v) ofthe Companies (Accounts) Rules, 2014]

The Company is a Public Limited Company and has neither accepted nor invited any deposits covered under Chapter V of the Companies Act, 2013 and therefore no further disclosures as required under sub-clauses (b) to (d) of under Rule 8(5)(v) ofthe Companies (Accounts) Rules, 2014 are relevant.

(7) Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company s operations in future.

[Pursuant to Rule (8)(5)(vi) ofthe Companies (Accounts) Rules, 2014]

The Company remains to be a going concern. During the reporting period none of the subject Courts or Authorities has passed any order which has or may have any impact on the Going Concern Status ofthe Company.

(8) The details in respect of adequacy of internal financial controls over financial reporting with reference to the financial statements.

[Pursuant to Rule (8)(5)(viii) ofthe Companies (Accounts) Rules, 2014]

Graphisads being a listed public company has well-established Internal Control Systems, commensurate with the size, scale and nature of its operations. Stringent controls and processes are in place to monitor and control our operations across the markets and segments we operates in. These controls have been designed to provide a reasonable assurance with regard to maintaining proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorised use or losses, and compliances with applicable regulations.

The Board has appointed Mr. Shobharam Dhama, Company Secretary as Internal Auditors and he has submitted the Internal Auditor reports to the Audit Committee chaired by an Independent Director of the Board. The Board on recommendations of the Audit Committee has set out detailed terms of reference for Internal Auditors which includes review of operating effectiveness of internal controls. Based on the report of Internal Auditor, reviewed quarterly by the Audit Committee, process owners undertake corrective action in the respective areas and thereby strengthen the controls.

6. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year under review pursuant to the provisions of Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015 is presented separately as part of this Annual Report and is attached as Annexure-1 herewith.

7. CORPORATE GOVERNANCE MATTERS

The disclosure regarding Corporate Governance as enshrined in Regulations 17 to 27 of the Listing Regulations, 2015 are not applicable to the Company since our Company has listed its specified securities on the SME Exchange. However, the Board deems it prudent to disclose and share certain useful information with the shareholders. The information so disclosed is presented separately as part ofthis Annual Report and is attached as Annexure-2 herewith.

8. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return of the Company for the financial year 2024-25 prepared in accordance with Section 92(1) of the Companies Act is available on the website of the Company at www.graphisads.com>home>page>Investors Relation.

9. DIRECTORS RESPONSIBILITY STATEMENT

[Pursuant to section 134(3)(c)]

Pursuant to Section 134(3)(c) of the Companies Act, 2013 read with Section 134(5) of that Act, the Board of Directors of the Company confirms that:-

(1) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(2) the directors had 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 and loss ofthe company for that period;

(3) the directors had taken proper and 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 and detecting fraud and other irregularities;

(4) the directors had prepared the annual accounts on a going concern basis; and

(5) the internal financial controls to be followed by the company had been laid down and that such internal financial controls are adequate and operating effectively; and

(6) 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.

10. REPORTING OF FRAUDS

[Pursuant to Section 134(3) (ca)]

During the reporting period, the Auditors of the Company have not reported any fraud pursuant to Section 143(2) of the Companies Act, 2013 and therefore no further disclosure under section 134(3) (ca) are required to be made in the Board s Report.

11. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

[Pursuant to Section 134(3)(d)]

The Company received declarations from Independent Directors in accordance with Section 149(7) of the Companies Act, 2013 and Listing Regulations, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Listing Regulations.

12. COMPANY S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION ETC.

[Pursuant to Section 134(3)(e)]

During the reporting period the Company is covered under section 178(1) read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 and therefore the Nomination and remuneration Committee has duly formulated the policy on appointment and remuneration of directors, KMP and Senior Management. The policy is attached separately as part of this Annual Report and is attached as Annexure-3 herewith and is also available on the website of the Company www.graphisads.com>page>Invester Relation>Our Policies. The policy covers the following aspects of directors, KMPs and senior management:

(1) Appointment, removal and retirement.

(2) Term and tenure ofthe appointment.

(3) Remuneration.

(4) Evaluation ofperformance.

13. COMMENTS AND EXPLANATION ON THE QUALIFICATION AND DISCLAIMERS ETC.

I. THE STATUTORY AUDITORS

[Pursuant to Section 134(3)(f)(i)]

CA Ritika Agarwal, Chartered Accountant, on behalf of M/s BAS & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company have conducted the audit of financial statements for the Financial Year ended on 31 st March, 2025 and have accordingly submitted their report. The Notes annexed to the Audited financial statements are selfexplanatory and do not call for any further comments.

The Auditor s Report does not contain any reservations, qualifications, adverse remarks or disclaimers.

II. THE SECRETARIAL AUDITORS

[Pursuant to Section 134(3)(f)(ii)]

The Company being a listed company is covered under section 204 of the Companies Act, 2013 and accordingly the Board had appointed M/s Deepak V Sharma & Co., Company Secretaries in whole time practice for conducting the Secretarial Audit for the financial year 2024-25. The Secretarial Auditors have submitted their report on 28th June 2025 which has been taken on record by the Board on 04th September, 2024. A copy ofthe report is annexed herewith as Annexure-A.

The Secretarial Auditor s Report does not contain any reservations, qualifications, adverse remarks or disclaimers.

14. STATUTORY AUDITORS

(1) M/s BAS & Co. LLP, Chartered Accountants were appointed on 30-09-2022 to conduct the audit from F.Y 2022-23 to 2026-27 under section 139(1) of the Companies Act, 2013 and to hold office up to the conclusion of the Annual General Meeting to be held for the calendar year 2027.

(2) The Auditors were paid a remuneration of Rs. 6,00,000/- for carrying on the audit of the Financial Statements for the year ended on 31 st March 2025.

15. SECRETARIALAUDITORS

(i) M/s M D Gupta & Associates, was proposed and recommendation by Audit Committee, and further proposed by the Board of Directors at their meeting held on September 04, 2025to be appointed as the Secretarial Auditor in the Upcoming AGM by the Members of the Company for a term of five consecutive years with effect from April 1, 2025. M/s M D Gupta & Associates (Practicing Company Secretaries), having FCS No. 8223, a Peer Reviewed Company Secretary in Practice having Peer Review Certificate No. 4474/2023.

(ii) Recommendations for approval of the shareholders in ensuing Annual General Meeting

As per the recent amendments under SEBI (LODR), Regulations, the listed entities are now required to appoint the Secretarial Auditors for a term of 5 Years, whereas provision of regulation 24A of SEBI LODR, 2015 doesn t apply over SME Listed Entities, following the good corporate governance, the Board proposed the appointment shall be approved by the Members in the General Meeting in accordance with SEBI (LODR), 2015.

The Board proposed to approve the appointment of M/s M D Gupta & Associates, Company Secretaries (CP No.8571), as Secretarial Auditor of the Company for a term of five (5) financial years commencing from FY 2025-26 to FY 202930, by the Members in the Upcoming General Meeting.

16. PARTICULARS LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

[Pursuant to Section 134(3)(g)]

The Board ofDirectors ofthe Company confirms, pursuant to Section 134(3)(g) ofthe Companies Act 2013, that: (in laks)

(1) The particulars of loans given by the Company under Section 186 of the Companies Act, 2013 are given below:

Name of Party	Opening Balance as on 01 st April 2024	Transactions during the year	Outstanding Amount as on 31 st Mar \u2019 25
Sharpeye Broadcasting Private Limited	75.20	6.00	80.60
		(0.60)
Sharpline Broadcast Limited	150.00	160.92	310.92
Sharpline Networks Private Limited	382.65	42.69
		(30.21)	395.13
Sadhna Broadcast Limited	0.00	139.01
		(122.89)	16.12
Sadhna Media Private Limited	77.02	12.18
		(77.17)	12.03

(2) The above loans are given by the company within the limits prescribed under section 186 of the Companies Act, 2013 and interest is also charged over the same at the prevailing market rate of interest.

(3) The Company has not provided any guarantees covered under Section 186 ofthe Companies Act, 2013; and

(4) The Company has made an additional investment of Rs. 15.00 lakh in Argun Investment Fund during the year under review. Its investment in Wholly Owned Subsidiary M/s Spike Advertising Private Limited and in Jewellery continues as earlier.

17. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

[Pursuant to Section 134(3)(h)]

During the period under review the Company has entered into business transactions with its wholly owned subsidiary and other companies in which directors or kmp s are interested. All the transactions were entered into at arm s length basis and proper approvals ofthe Board were taken wherever required. The Board expressly states and confirms that:

(a) Appropriate approvals under section 188 ofthe Companies Act, 2013 were obtained wherever required.

(b) All the related party transactions that were entered into during the financial year were in the ordinary course of business;

(c) All the related party transactions that were entered into during the financial year were on arm s length basis; and

(d) There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and approvals of the Board of Directors and of the shareholders were obtained wherever required.

(e) The particulars of the related party transactions in prescribe format AOC-2 is attached herewith as Annexure-B to this Board Report.

18. TRANSFER TO RESERVES

[Pursuant to section 134(3)(j) ofthe Act]

For the financial year ended 31 st March 2025 , the Board of Directors of the Company does not propose to transfer any amount to General Reserve Account and recommends carrying whole of the distributable profits to accumulated Profit and Loss Account.

19. DECLARATION OF DIVIDEND

[Pursuant to section 134(3)(k)]

Considering the size of profit and requirements of the funds for expansion of business of the Company, your Board does not recommend distributing any dividend for the financial year ended on 31 st March 2025.

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

During the reporting period the Company was not required to transfer any amount to the Investor Education and Protection Fund.

21. MATERIAL CHANGE AND COMMITMENTS

[Pursuant to section 134(3)(l)]

No material change has occurred, since 01st April, 2024 in the nature of business and/or commitments, which affects the financial position ofthe company.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

[pursuant to Section 134(3)(m)]

(1) Conservation of Energy, Technology Absorption

The Company is not engaged in energy intensive industry or technology intensive industry. Therefore, there is not much scope in the Company for conservation of energy and technology absorption. The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not, therefore, been furnished. However, at micro level it may be mentioned here that Board of the Company has formulated guidelines for usage of air conditioners so as the minimum power is consumed without compromising the comfort ofworking staff.

(2) Foreign Exchange Earnings and Outgo

Foreign exchange earnings and Outgo during the year under review are as follows:

Particulars	Amount (In Rs.)	Purpose
Income	155 Lakhs	Sale of Property
Out go	5.73 Lakhs	Travelling Exp of directors & Staff for Business promotional activities.

23. RISK MANAGEMENT

[Pursuant to Section 134(3)(n)]

Being the listed entity, the Board of Directors of the Company duly recognizes its duties and responsibilities towards its shareholders. The risk management is of utmost importance for any business and proactive measures are required to be taken to mitigate the chances of losses due to any kind of risk. The Board has prepared an elaborate policy for risk management.

A copy of the same is annexed herewith as Annexure C to this Board Report and is also available on the website of the Company i.e. >Home page>Investor Relation>Our Policies. However, the top management and the second level management are always instructed to be vigil to identify any risk threat and inform the Board and Stakeholders Relationship Committee accordingly.

24. DISCLOSURES RELATING TO CORPORATE SOCIAL RESPONSIBILITY

[Pursuant to Section 134(3)(o) read with Rule 8 of Companies (CSR) Rules, 2014]

(1) The Companies Act, 2013 has brought an initiative towards betterment of society through corporate efforts. Section 135 of the Act provides for expenditure by prescribed companies of 2% of its average profits for last three financial years in the activities prescribed under the Corporate Social Responsibility (CSR) provisions.

(2) As per Section 135(1) following companies are required to comply with CSR requirements:

(i) Companies having in previous year the net worth ofRs. 500 Cr. or more

(ii) Companies having in previous year the turnover of Rs. 1000 Cr. or more

(iii) Companies having in previous year the profit of Rs. 05 Cr. or more before income tax

(3) The provisions of Section 135(1) of the Act have become applicable to the Company from F.Y 2022-23 as its net profits was above Rs. 05 Cr.

(4) The Company has duly framed and approved its CSR Policy which is annexed as Annexure D part of this Board report and is also available on the website ofthe Company. (www.graphisads.com>Investor Relation>Our Policies).

(5) The Financial parameters governing the amount of CSR obligation required to be spent during FY 2024-25 are as follows:

Particulars	Amount in Lakh (INR)
Turnover (FY 2023-24)	7821.92
Net worth (FY 2023-24)	9223.93
Profit Before Tax (FY 2023-24)	537.92
Average Profit (PAT) of last three years	556.25
Required spending on CSR for the period	11.12
Balance Amount Brought Forward	00.00
Total Amount required to be spent during FY 2024-25	11.12
Amount actually spent during FY 2024-25	12.50

(6) The amount has been duly spent in CSR activities as per the Company s CSR Policy. The spendings are being done through the Implementing Agencies over the activities of distribution of food Thali to poor population living mostly in slum areas in Delhi. Thali is being served at very minimal price i.e Rs.10/- only. All expenses of distribution and price are being met out of CSR obligation.

(7) In addition to the above activities, the company also made CSR contribution as providing donations to eligible agencies who works and help in enabling social welfare and economic development and helping independent living of persons with disabilities, Upliftment of underprivileged children and artists and providing fully medically equipped shelter home to old age.

(8) The Annual Report on Corporate Social Responsibility Activities is annexed as Annexure E to the part of this Board Report.

(9) The Financial parameters governing the amount of CSR obligation required to be spent during FY 2025-26 are as follows:

Particulars	Amount in Lakh (INR)
Turnover (FY 2024-25)	10726.84
Net worth (FY 2024-25)	9130.43
Profit Before Tax (FY 2024-25)	691.28
Average Profit (PAT) of last three years	578.98
Required spending on CSR for the period	11.57
Balance Amount Brought Forward	00.00
Total Amount required to be spent during FY2024-25	11.57

25. DISCLOSURE IN RESPECT OF RECEIPT BY MD/WTD OF REMUNERATION FROM ITS HOLDING OR SUBSIDIARY

(1) The details of the managerial remuneration paid during the financial year has been as follows:

S. No.	Name of Director	Designation	Amount of Remuneration
01	Mr. Mukesh Kumar Gupta	Managing Director	Rs. 30,00,000/-
02	Mr. Alok Gupta	Whole Time Director	Rs. 30,00,000/-
03	Mr. Deepak Bahuguna	Whole Time Director	Rs. 8,40,000/-

(2) All other Directors received only sitting fees for attending the meetings ofthe Board and its Committees.

(3) None of the above-mentioned Managing Director or Whole Time Directors received any remuneration from the Subsidiary ofthe Company and the Company does not have any Holding Company.

26. MATTERS RELATING TO SHARES AND SHARE CAPITAL

(1) Details regarding the Authorised Share Capital

The Authorized share capital of the Company is Rs. 27.00 Cr. divided into 2.70 Cr. Equity Shares of Rs. 10/- each. During the financial year the company raised its authorized capital from 20.00 Cr to 27.00 Cr. and the Increase in capital was approved by the shareholders of the Company in the Extra Ordinary General Meeting held on 15-10-2024.

(2) Details regarding issue and allotment of shares

The Company has not issued any share of any kind during the reporting period.

However, during the financial year under review, the Company had planned to issue and allot warrants of an amount of Rs. 28.80 Crore.

The proposal was approved by the Board of Directors and Members of the company for issueance of upto 45,00,000 (Forty-Five Lakhs) Warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company of face value of ?10/- (Rupee Ten only) each ( Warrants ) at an exercise price of ?64/- per Equity Share ( Warrant Exercise Price ) (Rupees Sixty Four only) each, payable in cash, aggregating up to ? 28,80,00,000 /- (Rupees Twenty Eight Crores and Eighty Lakhs Only) by way of preferential issue, to promoters and non- promoters group.

The Company filed the application for in-principle approval with the Stock Exchange on September 26, 2024 in accordance with Regulation 164 read with 166A of SEBI ICDR Regulations and complied with all the necessary requirements. In response to the In-principal application, the exchange has sought some clarifications and additional information s.

However, due to few observations on valuation of intended share warrants and the dealings of few intended preferential allottees in the shares ofthe Company, the Exchange rejected the in-principle application.

(3) Details of issue of equity shares with differential rights.

[Pursuant to Section 43 Read with Rule 4 (4) of Companies (Share Capital & Debenture) Rules, 2014]

The Company has not issued any equity shares with differential rights during the reporting period.

(4) Details of issue of sweat equity shares.

[Pursuant to Section 54 Read with Rule 8 (13) of Companies (Share Capital & Debenture) Rules,2014]

The Company has not issued any Sweat Equity Shares during the reporting period.

(5) Details of ESOS

The Company has not issued any ESOS during the reporting period..

27. Disclosure on establishment of Vigil Mechanism

The Company is covered under Section 177 (9) Read with Rule 7 of The Companies (Meeting of Boards and its Powers) Rules, 2014 and has duly established a Vigil Mechanism. The Whistle Blower Policy under Vigil Mechanism has been prepared and has been duly implemented. A copy of the policy is available on the website of the company at >Home Page>Investor Relation>Our Policies.

28. Performance and financial position of the subsidiaries, associates and Joint Venture companies

The Company has one subsidiary M/s Spike Advertising Private Limited and disclosures required under Rule 8(1) of the Companies (Accounts) Rule 2014 pertaining to the Performance and Financial position of subsidiary is provided as under:

Performance and Financial Position of Subsidiary Company M/s Spike Advertising Private Limited

(in laks)

Particulars	Amount in Lakhs (INR)
	FY 24-25	FY 23-24
Share Capital	50.00	50.00
Reserve and Surplus	1045.30	769.46
Net worth	1095.30	819.46
Revenue from Operations	5642.06	4164.32
Other Income	90.21	11.94
Total Expenditure (Including Dep)	5446.35	3943.69
Profit before exceptional and extraordinary items and tax	285.92	232.57
Exceptional items/ Prior Period Items	17.70	3.58
Profit Before Tax	268.22	228.99
Less: Tax Expenses for the year	14.81	139.33
Net Profit After Tax	253.41	89.65
Earnings Per Share (In. Rs.)	50.68	17.93

During the Financial year 2024-25, the turnover of the Company has increased substantially from Rs. 4164.32 Lakhs to Rs. 5642.06 Lakhs, considering the ongoing projects, business prospects and investments in Plants and Equipment s seeking the future business requirements the expenditure in the current year increased from Rs. 3943.69 Lakhs to Rs. 5446.35 Lakhs. The major portion of increase in the expenditure incurred due to Advertisement cost which was 3185.03 Lakhs during previous year and 4616.51 Lakhs this year. In addition to this the Amortization of License Fee/Advertisement Media Rights which was Rs. 305.27 Lakhs in the previous year upsurge upto Rs. 408.74 Lakhs in the current Financial Year.

Despite of increase in the total expenditures of Rs. 1502.66 Lakhs, the net profits of the company has significantly increased from Rs. 89.65 Lakhs to 253.41 Lakhs in comparison with the previous year figures. The Earning Per Share is also increased from Rs. 17.93 to Rs. 50.68 per equity share.

The Company s performance is satisfactory as the company is making profits consecutively and having futures projects in hand. The expenses are done in the expansion plans of the business and the funds are utilised in the right directions.

Further Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014, the Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures is attached in Form AOC-1 at Annexure- F to this Board report.

29. OTHER DISCLOSURES REQUIRED UNDER COMPANIES ACT 2013

(1) Requirement of maintaining cost records

[Rule 8(5)(ix) Companies (Accounts of Companies) Rules 2014

The Central Government has not prescribed any cost records to be maintained by the Company under sub-section (1) of section 148 ofthe Companies Act, 2013.

(2) Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

[Rule 8(5)(x) Companies (Accounts of Companies) Rules 2014]

1. The Company has duly constituted the Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

2. No case of the nature covered under the provisions were reported to the Committee during the financial year 2024-25.

(3) Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016

The Financial health of the company is proper and adequate in all respects. Thus, during the year under review, there were no application made or proceedings pending in the Company under the Insolvency and Bankruptcy Code, 2016.

(4) Details of difference between valuation amount on one-time settlement and the valuation while availing loan from the banks and/or financial institutions.

During the year under review, there has been no one-time settlement of Loans taken from the Banks and/or Financial Institutions.

30. ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors, professionals and Shareholders during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed service ofthe Executives, staff and Workers of the Company.

For and on behalf of the Board of Directors M/s Graphisads Limited

Mukesh Kumar Gupta

Managing Director DIN: 00093322

Date: 04-09-2025 Place: New Delhi

Alok Gupta

DIN:01456388 Whole Time Director