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You can view full text of the latest Director's Report for the company.

BSE: 544631ISIN: INE985W01018INDUSTRY: IT Enabled Services

BSE   ` 689.55   Open: 692.45   Today's Range 687.60
699.20
+12.75 (+ 1.85 %) Prev Close: 676.80 52 Week Range 645.55
796.00
Year End :2025-03 

The Directors hereby present their Twenty First Annual Report on the performance of the Company
together with the Audited Financial Statements for the Financial Year ('FY') ended 31st March 2025.

1. FINANCIAL RESULTS (Amount in Rs. Lakhs, except EPS)

Particulars

Standalone

Consolidated

FY 2024-25

FY 2023-24

FY 2024-25

FY 2023-24

Revenue from Operations

1,64,682.47

1,64,605.04

1,78,275.38

1,72,062.35

Other Income

1,871,39

2,082.62

1,871.40

2,082.65

Total Income

1,66,553,86

1,66,633.66

1,80,146.78

1,74,091.00

Total Expenses

1,63,154.02

1,62,563.98

1,73,940.58

1,68,268.48

Profit before tax and exceptional items

3,399.84

4,069.68

6,206.20

5,822.52

Exceptional and Extraordinary Item

-

-

-

-

Share of Profit/(Loss) in Associate Company

-

-

(51.70)

-

Tax Expense

843.40

997.40

843.40

997.40

Profit after Tax for the year

2,556.44

3,072.28

5,311.10

4,825.12

Total Other Comprehensive Income for the year

(4.49)

(1.62)

(4.49)

(1.62)

Total Comprehensive Income for the year

2,551,95

3,070.66

5,306.61

4,823.50

Net Profit Attributable to Parent Company

-

-

4616.28

4,404.56

Net Profit Attributable to Non-controlling Interest

-

-

690.33

418.94

Basic EPS (Rs. per share)

17.82

22.73

32.18

32.58

Diluted EPS (Rs. per share)

17.82

22.21

32.18

31.85

2. STATE OF COMPANY'S AFFAIRS

On a standalone basis, revenue from operations for FY 2024-25 was Rs. 1,64,682.47 Lakhs, compared
to corresponding previous year's revenue from operations which was Rs. 1,64,605.04 Lakhs. Total
revenue was Rs. 1,66,553.86 Lakhs in comparison to corresponding previous year's total revenue
of Rs. 1,66,633.66 Lakhs. The profit after tax (PAT) for FY 2024-25 and FY 2023-24 was Rs. 2,556.44
Lakhs and Rs. 3,072.28 Lakhs respectively.

On a consolidated basis, revenue from operations for FY 2024-25 was Rs. 1,78,275.38 Lakhs,
compared to corresponding previous year's revenue from operations which was Rs. 1,72,062.35
Lakhs. Total revenue was Rs. 1,80,146.78 Lakhs in comparison to corresponding previous year's total
revenue of Rs. 1,74,091.00 Lakhs. The profit after tax (PAT) for FY 2024-25 and FY 2023-24 was
Rs. 5,311.10 Lakhs and Rs. 4,825.12 Lakhs respectively.

3. DIVIDEND

During the reviewed period, the Company paid out dividends to all shareholders at a rate of 5% (Re.
50 Paise per share) based on the face value for the financial year ending on 31st March 2024. This
dividend was approved by the Company's members during the Annual General Meeting held on 30th
September 2024.

Additionally, recognizing the Company's financial growth and its positive future outlook, the Board
of Directors, in their meeting on 15th May 2025, proposed a final dividend of 5% i.e. 50 Paisa per share
on the face value of Rs 10/- each for the financial year ending on 31st March 2025. This proposal will
be presented to the Members for approval at the upcoming Annual General Meeting for the financial
year ending on 31st March 2025.

4. DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI LODR Regulations"), the Board of Directors of the Company has adopted a
Dividend Distribution Policy ("Policy") which endeavors for fairness, consistency and sustainability
while distributing profits to the shareholders. The Policy can be accessed on the website of the
Company at
www.creativenewtech.com.

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

The provisions of Section 125(2) of the Companies Act, 2013, do not apply as there was no dividend
which were unclaimed or unpaid since last seven years.

6. TRANSFER TO GENERAL RESERVE

The whole profit after tax has been transferred to reserves and surplus.

7. SHARE CAPITAL

a. Authorised Share Capital:

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

b. Issued and Paid up Share Capital and Warrants:

During the reporting year:

i) On 21st September 2024, Company has converted 1,28,000 fully convertible warrants into
Equity Shares of the company being 100% funds received from warrant holders.

ii) On 03rd January 2025, Company has converted 5,00,000 fully convertible warrants into
Equity Shares of the company being 100% funds received from warrant holders.

iii) On 29th January 2025, Company has converted 2,75,000 fully convertible warrants into
Equity Shares of the company being 100% funds received from warrant holders.

In summary, Paid up share capital on 01st April 2024 was Rs. 14,11,36,750/- divided into
1,41,13,675 Equity shares of Rs. 10/- each. After considering all the above-mentioned
conversions during the year, the paid up share capital of the Company on 31st March 2025
stands at Rs. 15,01,66,750/- divided into 1,50,16,675 Equity shares of Rs. 10/- each.

Further, during the year company has converted all outstanding warrants into equity
shares and as on financial year closing at 31st March 2025, company does not have any
outstanding warrants.

8. DEPOSITORY SYSTEM

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

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of Executive and Non-executive Directors including Independent Directors
along with Key Managerial Personnel who have vast experience in the core business activity of
the Company. The composition of the Board is in consonance with Corporate Governance norm
specified in the SEBI Regulations with the Stock Exchange.

During the year there have been no change in directorship of the Company.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the
Company, Mr. Vijay Kimatrai Advani (DIN 02009626) Whole-time Director of the Company, retires by
rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.

Further, during the year under review, there is no change in the key managerial personnel of the
Company and Mr. Tejas Doshi, Chief Compliance Officer and Company Secretary and Mr. Abhijit
Kanvinde, Chief Financial Officer are key managerial personnel of the Company.

Remuneration paid to Executive Directors & KMPs are as follows:

(Amount in Rs. Lakhs)

Sr.

No.

Name of
Director / KMP

Designation

Education

Qualification

Gross

Remuneration
paid per annum
for FY 2024-25

Proposed Gross
Remuneration to
be paid per annum
for FY 2025-26

1.

Mr. Ketan Patel

Chairman and
Managing Director

Diploma in
Computer
Technology

104.10

114.86

2.

Mrs. Purvi Patel

Whole-time

Director

Diploma in
Pharmacy

69.14

81.68

3.

Mr. Vijay Advani

Whole-time

Director

B. Com

59.30

65.92

4.

Mr. Abhijit
Kanvinde

Chief Financial
Officer

CA, Diploma
in Marketing
Management, B.
Com

46.81

55.12

5.

Mr. Tejas Doshi

Chief Compliance
Officer and
Company
Secretary

MBA - Finance
(UK), CS, LL.B,
B.Com

33.00

40.61

TOTAL

312.35

358.19

Independent Directors

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

The Board of Directors of the Company has taken on record the declaration and confirmation
submitted by the Independent Directors. Independent Directors are not liable to retire by rotation
in terms of Section 149(13) of the Act. The Board is of the opinion that the Independent Directors of
the Company possess requisite qualifications, experience and expertise in the fields of science and
technology, banking, treasury operations, risk management, legal, digitalization, strategy, finance,
governance, human resources, safety, sustainability, etc. and that they hold highest standards of
integrity.

The Independent Directors of the Company have confirmed that they have enrolled themselves in
the Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs ('IICA')
in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of
Directors) Rules, 2014.

The Board is of the opinion that the Independent Directors of the Company possess requisite
qualifications, experience and expertise in the fields of banking, finance, treasury operations,
risk management, legal, information technology, strategy, governance, human resources, safety,
sustainability, etc. and that they hold highest standards of integrity.

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

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

During the year under review, 4 (Four) Board Meetings were held, details of which are provided
in the Corporate Governance Report. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015.

AUDIT COMMITTEE

As on 31st March 2025, the Audit Committee comprised of 4 (Four) Members and all of them are
Independent Directors of the Company. During the year, 4 (Four) Meetings of Audit Committee
were convened and held and details of which are given in the Corporate Governance Report. Your
directors ensure that Audit Committee meets regularly to review reports, including significant audit
observations and follow-up actions thereon. During the year under review, there were no instances
when the recommendations of the Audit Committee were not accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

As of 31st March 2025, the Nomination and Remuneration Committee consisted of 4 (Four) members,
all of whom are Independent Directors of the Company. During the year, 1 (One) meeting of the
Nomination and Remuneration Committee was held, with the details provided in the Corporate
Governance Report. The Directors ensure that the Company adheres to a Policy on the Remuneration
of Directors and Senior Management Employees. This policy is approved by both the Nomination &
Remuneration Committee and the Board. The primary goal of the policy is to ensure that the level
and structure of remuneration are fair, adequate, and designed to attract, retain, and motivate
Directors, Key Managerial Personnel (KMP), and Senior Management employees.

The policy of the Company on Director's appointment and remuneration is uploaded on to the
Company's website and the same is available at http://www.creativenewtech.com/

STAKEHOLDERS' RELATIONSHIP COMMITTEE

As of 31st March 2025, the Stakeholders' Relationship Committee consisted of 4 (Four) members, all
of whom are Independent Directors of the Company. During the year, 1 (One) Meeting of Stakeholders'
Relationship Committee was convened and held and details of which are given in the Corporate
Governance Report. The role of the Committee is explained in detail in the Corporate Governance
Report enclosed herewith. During the year, under review, Company has complied with all compliances
as mandated by various government authorities and Company has not received any complaint from
its Investor or shareholders or any individuals.

RISK MANAGEMENT COMMITTEE:

As of 31st March 2025, the Risk Management Committee consisted of 4 (Four) members, out of which
three are executive directors and one is Independent Director. During the year, the committee held
4 (Four) meetings to identify, evaluate, and prioritize potential risks, ensuring the implementation
of effective mitigation strategies. The committee also reviewed and updated the Company's risk
management framework, ensuring alignment with evolving business dynamics and regulatory
requirements. Through these efforts, the Risk Management Committee has played a crucial role in
safeguarding the Company's assets, reputation, and long-term growth.

SHARE ALLOTMENT COMMITTEE:

As of 31st March 2025, the Share Allotment Committee consisted of 4 (Four) members, out of which
two are executive directors, one is CS and one is CFO. During the year, the committee held 3 (Three)
meetings for the agenda of conversion of fully convertible warrants to equity shares. Details of these
meetings are provided in the Corporate Governance Report.

INTERNAL COMPLAINT COMMITTEE (UNDER SEXUAL HARASSMENT POLICY)

As of 31st March 2025, the Internal Complaint Committee consisted of 3 (Three) members, out of which
Chairperson is woman employee and other 2 members are executive Directors of the company out
of which one is Woman Director. During the year, the committee held 4 (Four) Meetings. Details of
these meetings and detail about this committee are provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As of 31st March 2025, the CSR Committee consisted of 4 (Four) members, out of which two are
executive directors and one is Independent Director. During the year under review, 1 (One) meeting
of the CSR Committee was held, details of which are provided in the Corporate Governance Report.

11. PERFORMANCE EVALUATION

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual
directors for FY 2024-25 pursuant to the provisions of the Act and Regulation 17(10) of the SEBI
LODR Regulations. The evaluation was carried out based on the guidance note on Board Evaluation
issued by the Securities and Exchange Board of India.

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

The Independent Directors also conducted a separate virtual meeting on 04th February 2025, without
the participation of any other Director or Key Managerial Personnel, wherein the performance of the
Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated.
The Independent Directors were satisfied with the overall functioning of the Board, its various
committees and with the performance of other Non-Executive and Executive Directors. They also
appreciated the exemplary leadership of Chairman of the Board in upholding and following the
highest values and standards of corporate governance.

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

12. STATUTORY AUDITORS

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

13. AUDITOR'S REMARKS ON THE FINANCIAL STATEMENTS:

The Standalone and Consolidated Statutory Auditors' Report for the financial year ended 31st March
2025 does not contain any qualification, adverse remark or reservation and therefore, do not call for
any further explanation or comments from the Board under Section 134(3) of the Act.

There were no instances of fraud reported by the Statutory Auditors during FY 2024-25 in terms
of Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules,
2014.

14. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE:

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

The notes to the accounts, as referenced in the Auditors' Report, are comprehensive and self¬
explanatory, negating the need for additional clarifications under Section 134(3) (f) of the Companies
Act, 2013.

15. SECRETARIAL AUDITORS

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

16. INTERNAL AUDITORS

The Company had appointed M/s Somaiya & Co. Chartered Accountants, (Firm Registration Number
- 121945W, Membership No.: 110870) to conduct internal audit and internal controls. During the year,
there were no instance of major violation or non-compliances were found during the conduct of
periodic internal audit.

17. MAINTAINENCE OF COST RECORDS

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

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

Elaboration on loans, guarantees given and investments made in accordance with Section 186 of
the Companies Act, as supplemented by the Companies (Meetings of Board and its Powers) Rules,
2014, as of 31st March 2025, is presented within the Notes accompanying the Standalone Financial
Statements of the Company. Notably, no guarantees were extended by the Company during the
assessed year.

19. LOAN FROM DIRECTORS AND THEIR RELATIVES:

The Company has an outstanding balance of loans received from its Directors and their relatives as
on 31st March 2025. The Directors and their relatives have confirmed that these loans were extended
from their own funds. The particulars of such loans have been duly disclosed in the financial
statements and the accompanying notes thereto.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There were no significant or material orders passed by any Regulatory Authority, Court or Tribunal
which shall impact the going concern status and Company's operations in future during the financial
year.

21. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were in the ordinary
course of the business and on an arm's length basis. The Company has not entered into material
contracts or arrangements or transactions with related parties in accordance with Section 188 of
the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI Listing
Regulations.

There were no materially significant Related Party Transactions made by the Company during
the year that would have required shareholders' approval under the SEBI Listing Regulations. The
Related Party Transactions are placed before the Audit Committee for prior approval, as required
under applicable law. Only those members of the Audit Committee who were Independent Directors
approved the same. A statement of all Related Party Transactions is placed before the Audit
Committee for its review on a quarterly basis, specifying the nature and value of the transactions.
The Internal Auditors and Statutory Auditors of the company also confirm compliance of Related
Party Transactions at quarterly Audit Committee meeting(s) of the Company.

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

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

The Form AOC-2 envisages disclosure of material contracts or arrangements or transactions at
arm's length basis. The details of the material related party transactions on-going and entered
during FY 2024-25, as per the Policy on dealing with related parties adopted by the Company and
regulatory requirements are disclosed in
'Annexure - A'to this Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS

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

23. SECRETARIAL AUDIT REPORT

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has
appointed M/s. Satyajit Mishra & Co, Company Secretary in Practice (FCS No. 5759, C P No. 4997)
as the Secretarial Auditors for conducting Secretarial Audit of the Company for the financial year
ended 31st March 2025. The report of the Secretarial Auditor is attached as
'Annexure - C' to this
Report in Form MR-3.

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

24. CORPORATE GOVERNANCE

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

25. SUBSIDIARY & ASSOCIATE COMPANIES

As on 31st March 2025, your Company has 2 (Two) Subsidiary Companies which are based at Hong
Kong, namely Creative Peripherals and Distribution Limited (100% wholly owned Subsidiary) and
Secure Connection Limited (77.50% holding). Further there is 1 (One) Associate Company namely
Creative eCommerce Ventures Private Limited (49% investment).

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

26. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR):

As of 31st March 2025, the CSR Committee consisted of four members, out of which two are executive
directors and one is Independent Director. During the year under review, 1 (one) meetings of the CSR
Committee was held, details of which are provided in the Corporate Governance Report. The CSR
Policy is available on the website of the Company at www.creativenewtech.com. During the year
under review, there were no instances when the recommendations of the CSR Committee were not
accepted by the Board.

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

27. INTERNAL FINANCIAL CONTROLS RELATED TO THE FINANCIAL STATEMENTS

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

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

In addition, the Internal Auditor monitors and evaluates the efficiency and adequacy of the
internal control system in the Company, its compliance with operating systems, accounting and
procurement procedures and respective policies. Periodical control report on the same is presented
and discussed with the Audit Committee.

Conscious efforts are in place on a continuous basis to ensure that all the assets are safeguarded and
protected against loss from unauthorized use and disposal and that all transactions are authorized,
recorded and financial statements show a true and fair picture of the state of affairs of the Company.
Compliance is in place as regards to applicable statutory and regulatory requirements.

The internal control systems of the Company are monitored and evaluated by Internal and Statutory
Auditors and reviewed by Management. Internal Auditors of the Company independently reports

key findings on the internal control systems to the Audit Committee.

28. VIGIL MECHANISM

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Company has in place Whistle
Blower Policy to encourage all employees or any other person dealing with the Company to disclose
any wrong doing that may adversely impact the Company, the Company's customers, shareholders,
employees, investors or the public at large. This policy, inter-alia, also sets forth:

(i) Procedures for reporting of questionable auditing accounting, internal control and unjust
enrichment matters

(ii) Reporting instances of leak or suspected leak of Unpublished Price Sensitive Information and;

(iii) An investigative process of reported acts of wrong doing and retaliation from employees,
inter-alia, on a confidential and anonymous basis.

The Company remains steadfast in its commitment to uphold the utmost ethical, moral, and
legal standards in its business operations. The Vigil Mechanism Policy, which encapsulates these
principles, is accessible on the Company's official website at www.creativenewtech.com

Throughout the reviewed year, there were no instances of complaints filed by any Company
employee, nor were any issues reported to the Chairman of the Audit Committee pursuant to the
Company's Vigil Mechanism and Whistle blower Policy.

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

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

The Company, along with its group and subsidiary companies, have total 370 employees as on the
closure of financial year. Out of which 62 are female employees, 308 are male employees and zero
transgender employees.

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

No. of complaints received

NIL

No of complaints disposed off

Not Applicable

No. of Cases pending for more than 90 days

NIL

During FY 2024-25, no case of sexual harassment has been reported.

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

The Company affirms its compliance with the provisions of the Maternity Benefit Act, 1961, in
relation to all female employees eligible under the said Act.

31. CONSERVATION OF ENERGY and TECHNOLOGY ABSORPTION:

The information pertaining to conservation of energy and technology absorption as required under
the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is given hereunder:

A. Conservation of energy

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

B. Technology absorption

The Company's operations do not require significant absorption of technology.

32. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and operating effectively;

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

Based on the framework of internal financial controls and compliance systems established
and maintained by the Company, the work performed by the internal, statutory and secretarial
auditors and external consultants, including the audit of internal financial controls over
financial reporting by the statutory auditors and the reviews performed by management and the
relevant board committees, including the Audit Committee, the Board is of the opinion that the
Company's internal financial controls were adequate and effective during FY 2024-25.

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

No material changes have taken Place affecting the financial position of the Company from the date
of closure of financial year till the date of signing of this report.

34. ANNUAL RETURN

In accordance with Section 134 (3) (a) and as provided under subsection (3) of Section 92 of the
Companies Act, 2013, the Annual Return as on 31st March 2025 is available on the Company's website
on
www.creativenewtech.com

35. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of
principal or interest on deposits from public was outstanding as on the date of the balance sheet.

36. HUMAN RESOURCES

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

The working climate of your Company continues to remain harmonious with focus on improving
Productivity, Quality and Safety. Health and Safety of the employees and its associates we work with
remains as our paramount importance. Your Company ensures that operations are carried out as
per the safety guidelines and procedures in place which are regularly updated.

We believe that success of Company depends on the talent and dedication of our employees and
we strive to attract, hire, develop and retain outstanding employees. In view of this, we have laid
down a comprehensive set of policies aiming at attracting, retaining and motivating employees. We
believe significant benefits are realized from having a strong and seasoned management team with
many years of experience in technology distribution and related industries. We consider relations
with our employees to be good.

Efforts are continuously made to strengthen organizational culture in order to attract and retain
best talent in the industry. The Board appreciates the commitment and support of the employees
and look forward to their continued support.

37. OTHER DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions for the same during the year under review:

I. the details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 during the year along with their status as on 31st March 2025.

II. the details of difference between the amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial Institutions
along with the reasons thereof.

III. No disclosure is required under Section 62(1)(b) of the Act in respect of Employee Stock Option
Scheme as the provisions of the said section read with Rules made thereunder are not applicable.

IV. No disclosure is required under Section 67(3)(c) of the Act in respect of voting rights not
exercised directly by the employees of the Company as the provisions of the said section are
not applicable.

V. During the year under review, your company has not made any transaction with regards to
buyback of shares, Sweat Equity, Bonus Shares, ESOPs etc.

38. GREEN INITIATIVE

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

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

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

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

39. ACKNOWLEDGMENT

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

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

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

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Ketan Patel

Chairman & Managing Director
DIN 00127633

Date: 06th August 2025
Place: Mumbai