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

1. FINANCIAL RESULTS

(Amount in Rs. Lakhs, except EPS)

2. STATE OF COMPANY'S AFFAIRS

On a standalone basis, revenue from operations for FY 2025-26 was Rs. 2,55,600.47 Lakhs, compared to
corresponding previous year's revenue from operations which was Rs. 1,64,682.47 Lakhs. Total revenue was
Rs. 2,56,889.79 Lakhs in comparison to corresponding previous year's total revenue of Rs. 1,66,553.86 Lakhs.
The profit after tax (PAT) for FY 2025-26 and FY 2024-25 was Rs. 3,434.75 Lakhs and Rs. 2,556.44 Lakhs
respectively.

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

3. DIVIDEND

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

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

The dividend, if approved, shall be paid to eligible Members whose names appear in the Register of Members/
beneficial owners as on the Record Date (23rd September 2026) fixed by the Company.

4. DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI LODR Regulations"), the Board of Directors of the Company has adopted a Dividend Distribution
Policy ("Policy") which endeavors for fairness, consistency and sustainability while distributing profits 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

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

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

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

6. TRANSFER TO GENERAL RESERVE

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

7. CHANGE IN NATURE OF BUSINESS

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

8. SHARE CAPITAL

a. Authorised Share Capital:

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

b. Issued and Paid-up Share Capital and Warrants:

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

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

9. LISTING OF EQUITY SHARES ON BSE LIMITED

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

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

The dual listing is expected to enhance the Company's market visibility, broaden its investor base and facilitate
wider participation from institutional, retail and other investors. It also reflects the Company's continued
commitment to improving shareholder access, strengthening transparency and supporting the development
of an active and efficient market for its equity shares.

10. DEPOSITORY SYSTEM

The Company has established agreements with both the National Securities Depository Limited (NSDL) and
the Central Depository Services (India) Limited (CDSL) to facilitate shareholders in maintaining shares in

physical shares submitted for transfer.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

Further, during the year, i.e. FY 2025-26, under review, there was a No change in the Key Managerial Personnel
of the Company. Subsequent to the close of the financial year, Mr. Abhijit Kanvinde ceased to be the Chief
Financial Officer of the Company with effect from 14th April 2026, and Mr. Ajit Thakur was appointed as the
Chief Financial Officer of the Company with effect from 14th May 2026.

Mr. Tejas Doshi continues to be the Chief Compliance Officer and Company Secretary of the Company.
Remuneration paid to Executive Directors & KMPs is as follows:

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

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

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

Independent Directors

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

The Board of Directors of the Company has taken on record the declaration and confirmation submitted
by the Independent Directors. Independent Directors are not liable to retire by rotation in terms of Section
149(13) of the Act.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications,
experience and expertise in the fields of science and technology, banking, treasury operations, 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.

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

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

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

AUDIT COMMITTEE

As on 31^st March 2026, the Audit Committee comprised of 4 (Four) Members and all of them are Independent
Directors of the Company. During the year, 4 (Four) Meetings of Audit Committee were convened and held and
details of which are given in the Corporate Governance Report. Your directors ensure that Audit Committee
meets regularly to review reports, including significant audit observations and follow-up actions thereon.
During the year under review, there were no instances when the recommendations of the Audit Committee
were not accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

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

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

STAKEHOLDERS' RELATIONSHIP COMMITTEE

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

As of 31^st March 2026, the Risk Management Committee consisted of 4 (Four) members, out of which Three are
executive directors and one is Independent Director. During the year, the committee held 4 (Four) meetings
to identify, evaluate, and prioritize potential risks, ensuring the implementation of effective mitigation
strategies. The committee also reviewed and updated the 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.

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

SHARE ALLOTMENT COMMITTEE:

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

INTERNAL COMPLAINT COMMITTEE (UNDER SEXUAL HARASSMENT POLICY)

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

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

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

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

13. PERFORMANCE EVALUATION

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

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

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

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

14. STATUTORY AUDITORS

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of
the Company in its 20^th Annual General Meeting held on 30^th September 2024, approved the appointment of

M/s Gupta Raj & Co., Chartered Accountants (ICAI Registration No.001687N) as the Statutory Auditors of the
Company for a period of 5 years from the 20^th Annual General Meeting till the conclusion of 25^th Annual General
Meeting of the Company to be held in the year of 2029.

15.AUDITOR'S REMARKS ON THE FINANCIAL STATEMENTS:

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

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

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

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

16.SECRETARIAL AUDITORS

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

17. INTERNAL AUDITORS

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

18. MAINTENANCE OF COST RECORDS

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

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

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

20. LOAN FROM DIRECTORS AND THEIR RELATIVES:

The Company has an outstanding balance of loans received from its Directors and their relatives as on 31^st
March 2026. The Directors and their relatives have confirmed that these loans were extended from their
own funds. The monies were not given out of funds acquired by them by borrowing or accepting loans or
deposits from others. The particulars of such loans have been duly disclosed in the financial statements and
the accompanying notes thereto.

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

22. RELATED PARTY TRANSACTIONS

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

Connection Limited, Hong Kong, its subsidiary, within the limits approved by the Members at the Annual
General Meeting held on 30th September 2025 and in accordance with the applicable provisions of the
Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations.

The Related Party Transactions are placed before the Audit Committee for prior approval, as required under
applicable law. Only those members of the Audit Committee who were Independent Directors approved the
same. A statement of all Related Party Transactions is placed before the Audit Committee for its review on
a quarterly basis, specifying the nature and value of the transactions. The Internal Auditors and Statutory
Auditors of the company also confirm compliance of Related Party Transactions at quarterly Audit Committee
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 2025-26, as per
the Policy on dealing with related parties adopted by the Company and regulatory requirements are disclosed
in 'Annexure - A' to this Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS

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

24. SECRETARIAL AUDIT REPORT

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

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

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

25. CORPORATE GOVERNANCE

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

26. SUBSIDIARY & ASSOCIATE COMPANIES

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

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

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

28. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are annexed as 'Annexure - G' of this Report.

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

29. INTERNAL FINANCIAL CONTROLS RELATED TO THE FINANCIAL STATEMENTS

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

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

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

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

The internal control systems of the Company are monitored and evaluated by Internal and Statutory Auditors
and reviewed by Management. Internal Auditors of the Company independently reports key findings on the
internal control systems to the Audit Committee.

30. VIGIL MECHANISM

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Company has in place Whistle Blower
Policy to encourage all employees or any other person dealing with the Company to disclose any wrong doing
that may adversely impact the Company, the 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 Whistleblower Policy.

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

The Company has in place an Anti-Sexual Harassment Policy in line with requirements, inter-alia, of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints
(permanent, contractual, temporary and trainee) are covered under this policy.

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

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

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

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

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

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

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

A. Conservation of energy

Your Company is primarily engaged in Marketing and Trading activities and has not consumed energy of
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.

C. Foreign Exchange Earnings and Outgo

The details of foreign exchange earnings and outgo during FY 2025-26 are as follows:

Foreign Exchange Earnings: Rs. 75,402.68 Lakhs
Foreign Exchange Outgo: Rs. 50,207.90 Lakhs

34. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

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

There have been no material changes or commitments affecting the financial position of the Company
between the end of the financial year, i.e. 31^st March 2026, and the date of this Report.

However, subsequent to the end of the financial year, the Company has continued to pursue the proposed
acquisition of Infinova India Private Limited, as disclosed to the Stock Exchanges from time to time. The
Company is currently in the process of finalising the definitive agreements in relation to the proposed
transaction. As on the date of this Report, no binding definitive agreement has been executed and the
proposed transaction remains subject to finalisation and execution of definitive agreements and fulfilment
of the applicable conditions.

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

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

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

36. ANNUAL RETURN

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

37. DEPOSITS FROM PUBLIC

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

38. HUMAN RESOURCES

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

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

We believe that success of Company depends on the talent and dedication of our employees and we strive to
attract, hire, develop and retain outstanding employees. In view of this, we have laid down a comprehensive
set 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.

39. OTHER DISCLOSURES

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

i. the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
during the year along with their status as on 31^st March 2026.

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

iii. During FY 2025-26, no Employee Stock Option Scheme was in operation and no stock options were granted
by the Company. Accordingly, no disclosure in respect of employee stock options was required for the
year under review. Subsequent to the end of the financial year, the Board has approved/recommended the
Creative Newtech Limited Employee Stock Option Scheme 2026, in its Board Meeting held on 04th August
2026 subject to approval of the Members at the ensuing Annual General Meeting.

by the employees of the Company as the provisions of the said section are not applicable.

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

40. GREEN INITIATIVE

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

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

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

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

41. ACKNOWLEDGEMENT

The Board of Directors extends heartfelt gratitude to our Vendors, Customers, Bankers, the National Stock
Exchange, Bombay Stock Exchange, Registrar and Transfer Agent, Merchant Bankers, Depositories, Central
and State Governments along with their departments, and local authorities for their unwavering guidance,
support, and cooperation. The 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 LimitedKetan Patel

Chairman & Managing Director
DIN - 00127633

Date: 04^th August, 2026
Place: Mumbai