Graphisads Ltd Directors Report

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

To

The Members of,

Graphisads Limited

Your Directors have the pleasure in presenting the Thirty Ninth Boards Report of your Company together with the Audited

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Statement of Accounts and the Auditors Report of your Company for the financial year ended 31 March, 2026.

1. MAJOR HIGHLIGHTS OF THE REPORT

The Financial Year 2025-26 has been a year of strategic depth and meaningful institutional progress for Graphisads Limited. The Company continued to expand its business operations both vertically and horizontally, reinforcing its position as one of most trusted, diversified and integrated advertising and communications agency. The year was characterized by the successful operationalization of landmark infrastructure assets, significant additions to the Companys institutional empanelment base, the launch of a proprietary cultural event property, and the continued strengthening of its transit advertising platform. A detailed discussion of the Companys financial performance, business operations, risk management framework, and future outlook is provided in the Management Discussion and Analysis Report forming part of this Annual Report.

2. STATE OF AFFAIRS OF THE COMPANY

(Pursuant to section 134(3)(i) of the Act)

(1) Financial summary/highlights

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

(i) STANDALONE FINANCIALS

(a) Summary of various items of Profit and Loss Account of the Company is given below:

The main highlights of the statement of Profit & Loss of the Company for the F.Y 2025-26 are as follows:

Particulars	Amount in Lakhs (INR)
	FY 2025-26	FY 2024-25
Revenue from Operations	8963.64	10726.84
Other Income	133.09	457.72
Gross Income	9096.73	11184.56
Total Expenditure (Including Dep)	8774.17	10477.97
Depreciation & Amortization	149.10	93.43
Expenses other than Depreciation	8625.07	10384.54
Gross Profit Before Depreciation	471.66	800.02
Net Profit Before Tax & Exceptional Items	322.56	706.59
Less: Prior Period Items	42.92	15.31
Net Profit Before Tax	279.64	691.28
Less: Tax Expenses for the year	23.96	104.65
Net Profit After Tax	255.68	586.63
Less: Proposed Dividend on Equity Shares	00.00	00.00
Less: Tax on proposed Dividend	00.00	00.00
Amount available for further appropriations	255.68	586.63
Amount Transferred to General Reserve	00.00	00.00
Amount Transferred to Accumulated P&L A/c	255.68	586.63
Total Surplus carried to Balance Sheet	255.68	586.63
Earnings Per Share (In Rs.)	1.40	3.21

(b) Brief analysis of performance of the Company

					Amount in Lakhs (INR)
Particulars	F.Y 2025-26		F.Y 2024-25		Percentage Change	Percentage Change
	Amount	% of Gross Income/ Exp	Amount	% of Gross Income/ Exp	(Absolute)	(As % of Income/Exp
Total Revenue from Operations	8963.64	98.54	10726.84	95.91	-16.44	2.74
Other Income	133.09	1.46	457.72	04.09	-70.93	-64.06
Gross Income for the period	9096.73	100.00	11184.56	100.00	-18.67	00.00
Components of Expenditure
Cost of Advertisements	6376.21	72.67	8934.79	85.27	-28.64	-14.78
Directors Remuneration	69.6	00.79	60.00	00.57	16.00	38.60%
Salary & Wages to Employees	639.92	07.30	549.66	05.25	16.42	39.05%
Employees Benefit Expense (Total)	709.52	08.09	609.66	05.82	16.37	39.00
Finance Cost	178.18	02.03	109.41	01.04	62.85	95.19
Depreciation/Amortization	149.10	01.70	93.43	00.89	59.58	91.01
Other Operating Expenses	1361.16	15.51	730.67	06.97	86.28	122.53
Total Expenditure	8774.17	100.00	10477.97	100.00	-16.26	00.00
Profit before Tax & Exceptional Items	322.56		706.59		-54.35
Prior Period Items	42.92		15.31		180.34
Profit before Tax	279.64		691.28		-59.55
Tax Expenditure for the year	23.96		104.65		-77.10
Profit after tax	255.68		586.63		-56.42
Earnings Per Share	1.40		3.21		-56.39

Notes:

(1) During the year under review, the Companys Total Revenue from Operations declined by 16.44% as compared to the previous financial year. This decline is attributable to a moderation in advertisement bookings and softer demand across certain segments of the Companys OOH/DOOH business. The management is taking proactive steps to consolidate its client base and revive growth momentum in the ensuing financial year.

(2) The Advertisements Cost decreased by 28.64% in absolute terms, broadly in line with and marginally sharper than the decline in revenue from operations, reflecting the Companys continued cost discipline and its efforts to align direct costs with the level of business activity during the year. The management is regularly working to reduce costs by using advanced techniques and plannings and is confident of maintaining this effort for future too.

(3) The Directors Remuneration increased during the year, in view of the enhanced involvement of the directors in the day-to-day affairs and strategic oversight of the Company, including matters relating to the capitalization of major capital work-in-progress projects and continued compliance requirements consequent to the Companys listed status.

(4) The Salary & Wages to Employees increased by 16.42%, and the total Employees Benefit Expense increased by 16.37%, notwithstanding the decline in revenue during the year. This is primarily attributable to annual increments and retention-driven compensation revisions, as the Company continued to invest in its human resources to support future business expansion.

(5) The Finance Cost increased significantly by 62.85% in absolute terms and by 95.19% in proportionate terms, as compared to the previous financial year. This increase is on account of fresh borrowings availed by the Company for funding the capital expenditure on its ongoing projects, namely the NCUIAuditorium and the NDMC Public Utility project.

(6) The Depreciation/Amortization expense increased sharply by 59.58%, consequent upon the capitalization of the two major capital work-in-progress assets referred to above, namely the NCUI Auditorium and the NDMC Public Utility project, which were put to use during the year under review.

(7) As a combined effect of the decline in revenue and other income, coupled with the substantial increase in finance cost and depreciation on account of capitalization of new assets, the Profit before Tax and Exceptional Items declined by 54.35%, and the Profit before Tax declined by 59.55% as compared to the previous financial year. The Profit after Tax accordingly declined by 56.42%, and consequently the Earnings Per Share decreased by 56.39% during the year under review. The management remains confident that the assets capitalised during the year will contribute positively to the Companys revenue and profitability in the forthcoming financial years.

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

		Amount in Lakhs (INR)
Particulars	F.Y. 2025-26	F.Y. 2024-25	Increase/Decrease (%)
Authorized Share Capital	2700.00	2700.00	00.00
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	1379.79	1804.24	-23.53
Total Reserves & Surpluses	6878.33	7302.78	-05.81
Net Worth	8705.98	9130.43	-04.65
Total Long-Terms Borrowings (Secured)	477.66	603.33	-20.83
Total Long-Terms Borrowings (Unsecured)	00.00	28.91	-100.00
Total Short-Terms Borrowings (Secured)	1288.79	1248.53	03.22
Total Short-Terms Borrowings (Unsecured)	00.00	00.00	00.00
Total Borrowings of the Company	1766.45	1880.77
Sundry Creditors (Micro & Small Enterprises)	91.65	84.19	08.86
Sundry Creditors (Others)	1221.74	2196.78	-44.38
Sundry Creditors (Total)	1313.39	2280.97	-42.42
Other Payables	620.51	456.98	35.78
Fixed Assets (WDV)	2139.09	1970.61	08.55
Long-Term Investment	97.88	97.88	00.00
Inventories	398.56	569.36	-29.99
Cash & bank Balances	552.97	713.35	-22.48
Sundry Debtors	3908.47	4710.64	-17.03
Loans & Advances	3752.27	4131.41	-09.18

Notes:

(1) The Authorized Share Capital of the Company remains unchanged at Rs. 27.00 Crore during the current financial year, as no further increase was required. The Paid-up Share Capital, Free Reserves and Share Premium Reserve of the Company also remain unchanged during the year, at Rs. 1827.65 Lakhs, Rs. 105.52 Lakhs and Rs. 5393.02 Lakhs respectively.

(2) The Surplus in the Statement of Profit and Loss decreased by 23.53%, from Rs. 1804.24 Lakhs to Rs. 1379.79 Lakhs, on account of the lower profit earned by the Company during the year under review. Consequently, the Total Reserves & Surplus of the Company decreased by 5.81%, from Rs. 7302.78 Lakhs to Rs. 6878.33 Lakhs.

(3) As a combined effect of the above, the Net Worth of the Company decreased marginally by 4.65%, from Rs. 9130.43 Lakhs to Rs. 8705.98 Lakhs, during the year under review. The management remains confident of strengthening the Companys net worth position through improved operational performance in the ensuing financial year.

(4) The Long-term secured borrowings have decreased by 20.83%, reflecting repayment of term loans and consequent reduction in the Companys long-term debt obligations.

(5) The Unsecured long-term borrowings have been fully repaid during the year, reducing from Rs. 28.91 Lakhs to Nil.

(6) The Secured short-term borrowings have marginally increased by 3.22% i.e. from Rs. 1248.53 Lakhs to Rs. 1288.79 Lakhs, to meet the Companys working capital requirements.

(7) The Unsecured short-term borrowings continue to remain fully repaid, with no outstanding balance during the current year as well.

(8) The net effect of all borrowing movements has resulted in a reduction of the total indebtedness of the Company from Rs. 1880.77 Lakhs to Rs. 1766.45 Lakhs, reflecting an overall decrease of 6.08%. This is expected to positively impact the finance cost of the Company going forward.

(9) Post Listing and IPO of the Company in 2023-24, the volume of sundry debtors, sundry creditors and inventories has moderated during the current year, reflecting improved collection efficiency, rationalisation of credit extended to customers, and better inventory management. Sundry Debtors decreased by 17.03%, Sundry Creditors (Total) decreased by 42.42%, and Inventories decreased by 29.99%.

(10) The Company has deployed funds towards business operations and advance payments during the year; however, Loans and Advances have slightly decreased by 9.18% from Rs. 4131.41 Lakhs to Rs. 3752.27 Lakhs, on account of partial recovery/adjustments against ongoing transactions.

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d. Certain Key Financial Ratios as on 31 March 2026

Important key performance ratios are given below:

S. No. Particulars	Financial Ratios
01 Return on Capital Employed Ratio	0.05
02 Return on Equity	0.03
03 Net Profit Ratio	0.03
04 Debt/Equity Ratio	0.20
05 Debt Service Coverage Ratio	1.60
06 Current Ratio	2.54
07 Debtors Turnover Ratio	2.08
08 Creditors Turnover Ratio	3.55
09 Inventory turnover Ratio	13.65

(ii) CONSOLIDATED FINANCIALS

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

Consolidated Statement of Profit & Loss

	F.Y. 2025-26		F.Y. 2024-25		Percentage	Percentage
Particulars	Amount	% of Gross Income/Exp	Amount	% of Gross Income/Exp	Change (Absolute)	Change (As % of Income/Exp)
Total Revenue from Operations	14102.85	98.17	15382.18	96.56	-8.31	1.67
Other Income	263.49	1.83	547.93	03.44	-51.91	-46.80
Gross Income for the period	14366.34	100	15930.12	100.00	-9.81	0
Components of Expenditure
Cost of Advertisements	9690.29	70.40	12564.59	84.11	-22.88	-16.30
Employees Benefit Expense (Total)	882.14	6.41	767.28	05.14	14.97	24.71
Finance Cost	234.66	1.70	124.38	00.83	88.66	104.81
Depreciation/Amortization	207.76	1.50	148.94	00.99	39.49	51.52
Other Operating Expenses	2750.45	19.99	1332.41	8.91	106.43	124.35
Total Expenditure	13765.30	100	14937.60	100.00	-7.85	0
Profit before Tax & Exceptional Items	601.04		992.51		-39.44
Prior Period Items	54.40		33.01		64.80
Profit before Tax	546.65		959.50		-43.02
Tax Expenditure for the year	119.06		120.42		-1.13
Profit after tax	427.59		839.09		-49.04

(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) of the Companies (Accounts) Rules, 2014]

"The Company operates in the domain of advertising, marketing, and allied activities, as authorized by the Main Objects set forth 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 on its Event Management segment where the profit margins are better. Though

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there has been no change in the nature of activities of the Company during the financial year ended on 31 March 2026, 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) of the Companies (Accounts) Rules, 2014]

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

The Board is composed of a total of 06 directors out of which three directors are Non-Executive directors and out of these three, two are 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 read with Regulation 15 of the SEBI Listing Regulations read with Section 149 of the Act.

(b) None of the Director holds directorship in more than ten public companies.

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

(d) None of the Executive Director serves as an Independent Director in more than three listed entities.

(e) None of the Director is related to each other except that Mr. Mukesh Kumar Gupta is the 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.

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The composition of the Board as on 31 March 2026 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. Ms. Sudha Maheshwari	Independent Director	15-05-2023
6. Ms. Parveen Ahuja	Non-Executive Director	04-09-2025

(ii) Changes occurred in Board during the Financial year

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

(a) Mr. Harish Sharma (DIN: 01090092) resigned from the office of Independent Director and from all the committees of the Board with effect from 20th August, 2025. He resigned from the said office(s) because he didnt pass the examination of Independent Director within two years of his appointment as mandated under the provisions of the Companies Act 2013. He tendered his resignation with the disclosures made thereunder as per provisions of the SEBI (LODR) Regulations, 2015.

(b) The Company appointed Ms. Parveen Ahuja (DIN: 11255467) as Additional Director in the capacity of Non-

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Executive and Professional Director on 04 September, 2025.

(c) Ms. Parveen Ahuja (DIN: 11255467) who was appointed as Additional Director in the capacity of Non-Executive

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and Professional by the Board of director in their meeting held on 04 September, 2025 up to the next Annual General Meeting was regularised by the Members of the Company in the AGM held on September 29, 2025 and she was appointed as regular director w.e.f that date.

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

S. No. Name of the KMP	Designation	Date of Current Designation
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

There are no changes that took place in the composition of the Board of the Company after the closure of financial year.

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

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. Deepak Bahuguna, 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. Deepak Bahuguna, being eligible, has offered himself for his re-appointment as a director in the capacity of Whole Time Director of the Company.

The Board proposes his re-appointment in the upcoming Annual General Meeting. Further, the retirement of Mr. Deepak Bahuguna and his reappointment, if approved by the shareholders, shall not constitute a break in his office either as director or as Whole Time 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	06	Nil	Nil
2. Mr. Alok Gupta	06	Nil	Nil
3. Mr. Deepak Bahuguna	Nil	Nil	Nil
4. Mr. Vaibhav Tapdiya	01	Nil	Nil
5. Ms. Sudha Maheshwari	04	Nil	Nil
6. Ms. Parveen Ahuja	01	Nil	Nil

(vii) Composition of Committees of the Board

Pursuant to provisions of the Companies Act, 2013 and rules made thereunder, SEBI (LODR) Regulations, 2015 and SEBI (ICDR) Regulations, 2018, the mandatory Committees of the Board have been duly formed and the

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composition of the same as on 31 March, 2026 were as follows:

(a) Audit Committee:

S. No. Name of the Director	Designation
1. Mr. Vaibhav Tapdiya	Independent Director (Chairman)
2. Ms. Sudha Maheshwari	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. Vaibhav Tapdiya	Independent Director (Chairman)
2. Ms. Sudha Maheshwari	Independent Director (Member)
3. Ms. Parveen Ahuja	Non- 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. Ms. Sudha Maheshwari	Independent Director (Chairman)
2. Mr. Vaibhav Tapdiya	Independent Director (Member)
3. Mr. Mukesh Kumar Gupta	Managing 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 2026, a total of 05 meetings of the Board were held. The dates of the meetings are given below:

S. No. Date	S. No.	Date	S. No.	Date
01 29-05-2025	02	04-09-2025	03	14-11-2025
04 03-02-2026	05	27-03-2026

A separate meeting exclusively of the Independent Directors was held on 27th March, 2026 pursuant to the provisions of Section 149(8) of the Companies Act, 2013 read with Schedule IV of that Act.

(ii) Meetings of the Committees of Board

The details of meetings of the Committees of the Board held during the financial year ended 31st March 2026, are given below:

S. No. Audit Committee	Dates of Meetings Nomination & Remuneration Committee	Stakeholders Relationship Committee
01 29-05-2025	04-09-2025	04-09-2025
02 04-09-2025		03-02-2026
03 14-11-2025
04 03-02-2026

(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	05	05
02 Mr. Alok Gupta	05	05
03 Mr. Deepak Bahuguna	05	05
04 Mr. Vaibhav Tapdiya	05	02
05 Ms. Sudha Maheshwari	05	03
06 Mr. Harish Sharma	01	01
07 Ms. Parveen Ahuja	04	03

(b) Attendance in Last Annual General Meeting

The Company held its Annual General Meeting on 29-09-2025 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	04	02
02 Ms. Sudha Maheshwari	04	03
03 Mr. Alok Gupta	04	04
04 Mr. Harish Sharma	01	00

(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	00
02 Ms. Sudha Maheshwari	01	01
03 Mr. Mukesh Kumar Gupta	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. Vaibhav Tapdiya	02	00
02 Ms. Sudha Maheshwari	02	02
03 Ms. Parveen Ahuja	02	02

(5) Information about subsidiary/JV/Associate Company

[Pursuant to Rule (8)(5)(iv) of the 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) Developments subsequent to the closure of the financial year 2025-26:

Subsequent to the close of the Financial Year 2025-26, M/s Graphis Growthhon Event Solutions Private Limited became an Associate Company of M/s Graphisads Limited within the meaning of Section 2(6) of the Companies Act, 2013.

For complete details of this development, kindly refer to the section titled "Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report" forming part of this Boards Report.

(iii) 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%

(iv) The profit after tax (PAT) of the subsidiary for the financial year 2025-26 has been Rs. 171.91 Lakh which is 40.20% of the consolidated PAT of Graphisads Limited.

(v) 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) of the 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) of the 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 companys operations in future.

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

The Company remains to be a going concern. During the reporting period, none of the subject Courts or Authorities have passed any order impacting the ‘Going Concern Status of the Company or the Companys operation in future.

(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) of the 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 operate 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 disclosures 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 of this 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 2025-26 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 of the 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. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL

DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of Graphisads Limited has carried out an annual evaluation of its own performance,

the performance of its Committees, the Chairperson and the individual Directors, including Independent Directors, for the

financial year under review.

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the Board, its

Committees and individual Directors. The evaluation criteria, inter alia, include:

Attendance and active participation at Board and Committee Meetings.

Contribution to strategic planning and decision-making.

Understanding of the Companys business, industry and regulatory environment.

Independence of judgment and ability to constructively challenge management proposals.

Adherence to the Code of Conduct and fiduciary responsibilities.

Overall contribution to the Companys growth and governance standards.

The evaluation was conducted through a structured questionnaire circulated to all Directors, covering the above parameters at

the Board, Committee and individual Director level.

The Independent Directors, at their separate meeting, reviewed the performance of the Non-Independent Directors, the Board as a whole and the Chairperson, taking into account the views of the Executive and Non-Executive Directors. The performance evaluation of each Independent Director was carried out by the entire Board, excluding the Director being evaluated.

The Board expressed satisfaction with the evaluation process and the outcome thereof, and noted that the Board has an

appropriate mix of skills, experience and diversity to discharge its responsibilities effectively.

11. 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 Boards Report.

12. 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.

13. COMPANYS 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 of the appointment. (3) Remuneration.

(4) Evaluation of performance.

14. 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

st

Auditors of the Company have conducted the audit of financial statements for the Financial Year ended on 31 March, 2026 and have accordingly submitted their report. The Notes annexed to the Audited financial statements are self-explanatory and do not call for any further comments.

The Auditors 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 and is covered under section 204 of the Companies Act, 2013 and pursuant to the 3rd Amendment to the SEBI LODR dated 12th December 2024 read with SEBI circular dated 31st December 2024, the Secretarial Auditor shall be appointed by shareholders in the Annual General Meeting, accordingly the Members of the Company in the Annual General Meeting held on 29-09-2025 had appointed M/s M D Gupta & Associates, Company Secretaries in whole time practice for conducting the Secretarial Audit for the financial year 2025-26 and upto financial year 2029-30. The Secretarial Auditors have submitted their report on 02nd July 2026 which has been taken on record by the Board on 03rd August, 2026. A copy of the report is annexed herewith as Annexure-A.

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

15. 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. 6,50,000/- for carrying on the audit of the Financial Statements for the

st

year ended on 31 March 2026.

16. SECRETARIAL AUDITORS

M/s M D Gupta & Associates, Company Secretaries were appointed on 29-09-2025 by the Members of the Company in the Annual General Meeting held on 29-09-2025 to conduct the audit from F.Y 2025-26 to 2029-30 under section 204 of the Companies Act, 2013.

17.PARTICULARS LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

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

The Board of Directors of the Company confirms, pursuant to Section 134(3)(g) of the Companies Act 2013, that:

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

(in Lakhs)

Name of Party	Opening Balance as on st 01 April 2025	Transactions during the year	Outstanding Amount as st on 31 March 2026
Sharpeye Broadcasting Private Limited	80.60	0.57	Nil
		(81.17)
Sharpline Broadcast Limited	310.92	89.50	Nil
		(400.43)
Sharpline Networks Private Limited	395.13	(395.13)	Nil
Sadhna Broadcast Limited
(Crystal Business System Limited)	16.10	3.22	Nil
		(19.32)
Sadhna Media Private Limited	12.03	(12.03)	Nil

(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 of the Companies Act, 2013; and

18. 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 arms length basis and proper approvals of the Board was taken wherever required. The Board expressly states and confirms that:

(a) Appropriate approvals under section 188 of the 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 arms length basis; and

(d) There are no materially significant related party transactions entered into by the Company with its 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.

19. TRANSFER TO RESERVES

[Pursuant to section 134(3) (j) of the Act]

st

For the financial year ended 31 March 2026, 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.

20. DECLARATION OF DIVIDEND

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

With a view to conserve the resources of the Company for funding its business expansion plans and considering the quantum of profits earned during the year, your Directors do not recommend any dividend on the Equity Shares of the Company for the financial year ended 31st March, 2026.

21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF

THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE

COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

Subsequent to the closure of the Financial Year 2025-26, the Board of Directors of the Company, at its meeting held on

06th April, 2026, approved the proposal for Incorporation and acquisition of 5,000 (Five Thousand) equity shares of face value Rs. 10/- (Rupees Ten Only) per share, representing 50% (Fifty Percent) of the paid-up equity share capital of M/s Graphis Growthhon Event Solutions Private Limited and the proposed company got incorporated in 15-04-2026.

Additionally, the Company has intimated the Stock Exchange about the proposal and completion of the acquisition as per the Requirements of regulations of SEBI (LODR), 2015

Pursuant to the aforesaid acquisition, M/s Graphis Growthhon Event Solutions Private Limited has become an Associate Company of Graphisads Limited within the meaning of Section 2(6) of the Companies Act, 2013.

The said investment has been made with the objective of garnering greater benefits from the prevailing business

environment, enhancing the financial, operational, and technical credentials of the Company, and expanding its current business operations geographically.

The Board is of the view that the said investment is in the best interest of the Company and its shareholders.

22. 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.

23. MATERIAL CHANGE AND COMMITMENTS

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

No material change has occurred since 01st April, 2025 in the nature of business and/or commitments, which affects the financial position of the Company.

24. 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 that minimum power is consumed without compromising the comfort of working 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	0	NA
Out go	15.23 Lakhs	Travelling Exp of Directors & Staff for	Business promotional activities.

25. 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. www.graphisads.com > 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.

26. 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 of the Immediately preceeding 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 of Rs. 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 were 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 of the Company. (www.graphisads.com > Investor Relation > Our Policies).

(5) 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 FY 2025-26	11.57
Amount actually spent during FY 2025-26	13.00

(6) The amount has been duly spent in CSR activities as per the Companys 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 Upliftment of underprivileged children and artists.

(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 2026-27 are as follows:

Particulars	Amount in Lakh (INR)
Turnover (FY 2025-26)	8963.64
Net worth (FY 2025-26)	8705.98
Profit Before Tax (FY 2025-26)	279.64
Average Profit (PAT) of last three years	502.94
Required spending on CSR for the period	10.05
Balance Amount Brought Forward	00.00
Total Amount required to be spent during FY 2026-27	10.05

27.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. 9,60,000/-

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

(3) None of the above-mentioned Managing Director or Whole Time Directors received any remuneration from the

Subsidiary of the Company and the Company does not have any Holding Company.

28. 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 year, there was no change in the Authorised share capital of the Company

(2) Details regarding issue and allotment of shares

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

(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.

29. 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

www.graphisads.com >Home Page>Investor Relation>Our Policies.

30. 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)

	Amount in Lakhs (INR)
Particulars	FY 25-26	FY 24-25
Share Capital	50.00	50.00
Reserve and Surplus	961.48	1044.25
Net worth	1011.48	1094.25
Revenue from Operations	7092.47	5642.06
Other Income	130.41	90.21
Total Expenditure (Including Dep)	6954.39	5446.35
Profit before exceptional and extraordinary items and tax	268.48	285.92
Exceptional items/ Prior Period Items	1.47	17.70
Profit Before Tax	267.01	268.22
Less: Tax Expenses for the year	95.11	15.86
Net Profit After Tax	171.91	252.36
Earnings Per Share (In. Rs.)	34.38	50.47

During the Financial Year 2025-26, the turnover of the Company has increased substantially from Rs. 5,642.06 Lakhs to Rs. 7,092.47 Lakhs, reflecting strong business momentum and the successful execution of ongoing projects. In line with the growth in operations and continued investments in Plants and Equipment to cater to future business requirements, the total expenditure for the year increased from Rs. 5,446.35 Lakhs to Rs. 6,954.39 Lakhs. The major portion of the increase in expenditure is attributable to Advertisement Cost, which rose from Rs. 4,616.51 Lakhs in the previous year to Rs. 5267.34 Lakhs in the current financial year. Further, Amortization of License Fee/Advertisement Media Rights also increased from Rs. 408.74 Lakhs to Rs. 853.26 Lakhs during the year, in line with the Companys strategic focus on securing long-term media rights to support business scalability.

The net profit of the Company for the current financial year stood at Rs. 171.91 Lakhs as compared to Rs. 253.41 Lakhs in the previous year. The moderation in net profitability is primarily on account of higher tax expenses of Rs. 95.11 Lakhs during the current year as against Rs. 14.81 Lakhs in the previous year, along with a proportionate increase in operating expenditure commensurate with the expanded scale of business. The Earnings Per Share stood at Rs. 34.38 per equity share for the current year as against Rs. 50.68 per equity share in the previous year.

The Companys overall performance during the year remains satisfactory, with consistent profitability and a healthy pipeline of future projects. The increase in expenditure is directed towards the expansion and strengthening of the Companys operational infrastructure, and the funds are being utilised in a purposeful and value-accretive manner.

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.

31. PARTICULARS OF EMPLOYEES

During the financial year under review, none of the employees of the Company fall within the criteria specified under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with the aforesaid Rules are not applicable to the Company as referred in Annexure-G.

The ratio of remuneration of each Director and Key Managerial Personnel to the median of employees remuneration, the percentage increase in remuneration, as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as

Annexure-G.

Further, there are no employees posted and working outside India and drawing salary in excess of the prescribed limits under the above Rules and accordingly, the statement included in this Report does not contain the particulars of employees who are posted and working outside India.

32. OTHER DISCLOSURES REQUIRED UNDER COMPANIES ACT, 2013

(1) Requirement of maintaining cost records

[Pursuant to 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 of the Companies Act, 2013.

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

and Redressal) Act, 2013

[Pursuant to 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 was reported to the Committee during the financial year 2025-26. The following details are disclosed in this regard:

a. number of complaints of sexual harassment received in the year: Nil b. number of complaints disposed off during the year: Nil c. number of cases pending for more than ninety days: Nil

(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.

(5) A statement by the company with respect to the compliance of the provisions relating to the maternity benefit

act 1961.

During the financial year 2025-26, there were no instances of non-compliance with any of the provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder, as amended from time to time. The Company is committed to providing a supportive, inclusive, and equitable work environment for all its women employees and recognizes the importance of maternity protection as a fundamental aspect of employee welfare.

33. 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 of the Executives, staff and Workers of the Company.

	For and on behalf of the Board of Directors
		M/s Graphisads Limited
	Alok Gupta	Mukesh Kumar Gupta
Date: 05-09-2026	Whole Time Director	Managing Director
Place: New Delhi	DIN: 01456388	DIN: 00093322