Equity Analysis

(Pursuant to section 134(3) of the Companies Act 2013 To

The Members of Graphisads Limited

Your Directors have pleasure in presenting the Thirty Seventh Board's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your Company for the financial year ended 31^st March, 2024.

1. Major High Lights of the Report

The following major corporate actions and events have taken place during the financial year under review:

(1) The Company has successfully completed its Initial Public Offer (IPO) process and have raised therefrom a fund of Rs. 53,41,32,000/- (Rupees Fifty-Three Crore Forty-One Lakh and Thirty-Two Thousand Only). The IPO was brought at a premium of Rs. 101/- and was opened from 30th November 2023 to 05th December 2023. The allotment of shares was made on 08th December 2023.

(2) The shares of the Company were listed on SME Emerge platform of National Stock Exchange on 12th December 2023.

(3) The operations of the company got a boost after IPO and it got various important empanelment and work orders thereafter. Few of them are given under the section 'management Discussion and Analysis'

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) Statement of Profit & Loss

The main highlights of the statement of Profit & Loss of the Company for the F.Y 2023-24 are as follows:

(b) Brief analysis of performance of the Company

Notes:

(1) The Company has registered a reasonable growth in revenue (16.64%). The proceeds of the IPO were available only during last quarter of the year. The management is confident enough and is putting its vigorous efforts to yet further expand the operations of the Company across all the segments and it is getting very positive response from the market. The performance of the Company shall surely be improved in times to come.

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

(3) The cost of advertisements has increased in absolute terms which is in line with the increase of revenue from operations. However, the strict cost control measures were taken and the effective cost of advertisements in comparison with the increased operation declined by 2.35%. The management is satisfied to register his and is confident of maintaining this effort for future too.

(4) Although the operations of the Company have increased and there were tremendous efforts and time involvement of directors during IPO process, the Board did not increase the remuneration of directors keeping in view the further requirement of funds.

(5) There was only nominal increase in the salaries of current employees and the increased expenditure on employees' benefits indicate the expenditure on new recruitment which is duly indicated by the increased number of employees. However, it should be noted that the increase in this expenditure (36.11%) is more than the increase in revenue from operations. This is because the additional manpower has been inducted to cater for future requirements.

(6) The finance cost increased by 9.89% in absolute terms but has decreased by 6.88% in comparison to increased total expenditure for the year. The finance cost shall reduce in coming financial year because a very substantial part of borrowings has been repaid out of IPO proceeds.

(7) There were no major acquisition of any fixed assets and therefore the expenditure of depreciation has declined by 3.93%.

(8) As indicated by increased revenue, the operations of the company have expanded. To cater for that the other operating expenses have also increased. In addition, there were substantially considerable corporate expenditure (Rs. 197.67 Lakh) on IPO. This increased the total outlay of expenditure during current period. However, the management was able to restrict the pace of increase in line with the increase in revenue.

(9) Despite increase in the revenue (16.64%), the profit before tax (PBT) increased only by marginally by 1.83 %. This was because of one time expenditure (Rs. 197.67 Lakh) on IPO which had to be amortised at once during the current FY itself. This has affected the profit before tax by around 37%. If we disregard this one-time expense in order to assess the performance of the company, the profit before tax have increased by 39.21% which may be considered quite encouraging.

(10) Despite the decrease in PBT the Tax expenditure has increased substantially by 48.10%. This is because certain dues to Micro and Small Enterprises (Rs.393.81 Lakh) have been disallowed due to their non-payment in prescribed time of 45 days. In addition to this the Company had to pay the interest on that amount. This has further affected the PAT adversely. However, these dues have now been paid and the amount which was disallowed will be added back in current years expenditure and corresponding tax benefits will be available to the company in current period.

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

Notes:

(1) The Company has issued a total of 48,12,000 equity shares of Rs. 10/- Each through IPO and therefore the paid-up capital has increased.

(2) The Company has issued a total of 48,12,000 equity shares at a premium of Rs. 101/- per share therefore the share premium account has built up.

(3) The secured borrowings have substantially come down by 45.79% as result of repayment of loan from IPO proceeds.

(4) Unsecured borrowings have also become Nil

(5) The Secured short-term borrowings have also been repaid to the extent of 93.22%.

(6) The Unsecured short-term borrowings have also been repaid to the extent of 66.52%

(7) The net effect of the repayment on the total borrowing is that the indebtedness of the Company has come down by 70.87%. This would reduce the finance cost of the Company in future and debt capital ration has become very comfortable for the management to plan for future borrowings.

(8) As a result of IPO the company has enlarged and expanded its operations and therefore the volume of sundry debtors, sundry creditors and inventory has increased.

d. Certain Key Financial Ratios as on 31st March 2024

Important key performance ratios are given below:

(ii) CONSOLIDATED FINANCIALS

Appended below is the brief analysis of Consolidated financials for the period under review: a. Consolidated Statement of Profit & Loss

(2) Future Outlook

(i) The Board of the Company is 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. Future 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 which is 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.

(3) Change in the nature of business

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

"The Company is carrying on its business in the field of multi-functional services in the field of advertisement, marketing and allied activities in accordance with its Main Objects as enshrined in Clause III (A) of its Memorandum of Association. As part of never-ending process of growth planning, while maintaining its operations of outdoor and print media, the Board has given more focused approach to its Event Management segment where the profit margins are better. Though there has been no change in the nature of activities of the Company during the financial year ended on 31st March 2024, shifting of 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 was composed of a total of 07 directors out of whom five were Non-Executive Directors including four Independent Directors. The Board of Directors declares that:

(a) The composition of the Board is in accordance with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Act.

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

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

(d) None of the Executive Directors serves as IDs in more than three listed entities.

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

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

The composition of the Board as on 31^st March 2024 is as follows:

(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:

(g) Pursuant to the provisions of Section 149 (4) and 149(10) of Companies Act, 2013 and rules made there under and the SEBI (LODR) Regulation, 2015, following persons were appointed as the Independent Additional Directors of the Company on the date specified against their names:

(h) All the Independent Additional Directors were appointed as regular directors in Extraordinary General Meeting on 09^th August 2023 and thereafter the composition of the Board became as under:

The Company has duly received the declaration of their independence and non-disqualification for being appointed as Independent Directors from all the above-mentioned Independent Directors.

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

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

The following changes took place in the composition of the Board after closing the financial year:

(a) Mr. Alok Gupta and Mr. Deepak Bahuguna who were directors of the Company were appointed as the Whole Time Directors by the Board but subject to approval of shareholders on 29th May 2024.

(b) Mr. Varun Kohli, the Independent Directo, resigned from the Board on 24th June 2024 because of his joining with TV 18 New Network. Terms and conditions of his joining did not allow his continuation and association with any other Company. His resignation was duly accepted by the Board in its meeting held on 02nd July 2024. The Board made certain changes in the composition of the Committees of the Board which is explained later in this report under the heading 'Composition of the Committees of the Board"

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

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

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

Accordingly, Mr. Deepak Bahuguna, Director, who is holding office longest amongst the directors liable to retire by rotation be retired at this Annual General Meeting. Further, Mr. Deepak Bahuguna, being eligible, has offered himself for re-appointment as a 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.

(b) Approval of appointment of Mr. Alok Gupta and Mr. Deepak Bahuguna as the Whole Time Director on 29th May 2024

Mr. Alok Gupta and Mr. Deepak Bahuguna, directors of the Company were appointed by the Board as the Whole Time Directors on 29th May 2024 subject to approval of shareholders in next general meeting. The Board therefore seeks approval of their appointment as such from the shareholders in ensuing Annual General Meeting.

(vi) Directorship of directors in other companies

(vii) Composition of Committees of the Board

Pursuant to various provisions of the Companies Act 2013 and rules made thereunder, SEBI(LODR) Regulation 2015 and SEBI (ICDR) Regulations 2018 and the provisions of the Companies Act 2013, the mandatory Committees of the Board have been duly formed and the composition of the same as on 31st March 2024 was as follows:

(a) Audit Committee:

(b) Stakeholder's Relationship Committee:

(c) Nomination and Remuneration Committee:

(viii) Current Composition of Committees of the Board

As mentioned herein before Mr. Varun Kohli resigned from the directorship on 24th June 2024. The vacancy caused by his resignation were fulfilled on 02nd July 2024 by appointing other directors. The composition of the Committees after his resignation was as follows and continues the same as on the date of this report:

(a) Audit Committee:

(b) Stakeholder's Relationship Committee:

(c) Nomination and Remuneration Committee:

(i) Meetings of the Board of Directors

During the financial ended 31st March 2024, a total of 14 meetings of the Board were held. The dates of the meetings are given below:

A separate meeting exclusively of the Independent Directors was held on 31st March, 2024 pursuant to the provisions of Section 149(8) of the Companies Act 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 ended 31st March 2024, are given below:

(iii) Attendance of the Directors

(a) Attendance in Board Meetings

A separate meeting exclusively of all the Independent Directors was held on 31st March 2024 which was attended by all the Independent Directors.

(b) Attendance in General Meetings

The Company held two general meetings during the Financial Year and both the meetings were attended by all the directors.

(c) Attendance in Meetings of Audit Committee

(d) Attendance in Meetings of Nomination and Remuneration Committee

(e) Attendance in Meetings of Stakeholders Relationship Committee

(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) 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%

(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 company's 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 has passed any order which has or may have any impact on the 'Going Concern Status' of the Company.

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

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

Graphisads has now become a listed public company therefore it has revisited its internal control systems and strengthen the same wherever needed. It 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 of 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. Manish Gupta, Chartered Accountant 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 has also established an in-house internal audit team which is responsible carrying out half yearly internal audit. 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 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-A herewith.

7. CORPORATE GOVERNANCE MATTER

The disclosure regarding the corporate governance as enshrined in Regulation 17 to 27 of the Listing Regulation 2015 are not applicable to the Company. However the Board deems it prudent to disclose and share certain useful information with the shareholders. The information so disclosed is annexed to this report aa the Annexure- B 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 2023-24 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) Company is not a listed company and therefore sub-clause (e) of section 134(3) is not applicable.

(6) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. REPORTING OF FRAUDS

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

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

11. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

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

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

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

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

During the reporting period the Company is covered under section 178(1) read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 and therefore the Nomination and remuneration Committee has duly formulated the policy on appointment and remuneration of directors, KMP and senior management. The policy is attached as a part of 'Management Discussion and Analysis' as Annexure 'I' 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

13. COMMENTS AND EXPLANATION ON THE QUALIFICATION AND DISCLAIMERS ETC. OF THE STATUTORY AUDITORS

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

CA Ritika Agarwal, Chartered Accountant, on behalf of M/s BAS & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company have conducted the audit of financial statements for the Financial Year ended on 31^st March, 2024 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 Auditor's Report does not contain any reservations, qualifications, adverse remarks or disclaimers except the undermentioned qualifications on which the management has given its explanations as mentioned against each below:

Qualification (Mentioned in Report on Other Legal and Regulatory Requirements):-

Audit trail as required under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not maintained at all. The company is using the accounting software for maintaining its books of accounts, which do not have a feature of recording the audit trail facility.

Management Statement on qualification

The management acknowledges that there have been deficiencies in the accounting software that the Company is using and the same will be reviewed by the Board of the Directors of the company and will make sure that necessary actions will be taken in the current financial year to update the system and accounting software which meets the requirements for recording the audit trail facility.

14. STATUTORY AUDITORS

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

(2) The Auditors were paid a remuneration of Rs. 6,10,000/- for carrying on the audit of the Financial Statements for the year ended on 31^st March, 2024.

15. COMMENTS AND EXPLANATION ON THE QUALIFICATION AND DISCLAIMER ETC. OF THE SECRETARIAL AUDITORS

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

The Company being a listed company is covered under section 204 of the Companies Act 2013 and accordingly the Board had appointed M/s Deepak V Sharma & Co., Company Secretaries in whole time practice for conducting the Secretarial Audit. The Secretarial Auditors have submitted their report on 23rd August 2024 which has been taken on record by the Board on 04th September 2024. A copy of the report is annexed herewith as Annexure-C.

The Secretarial Auditor's Report does not contain any reservations, qualifications, adverse remarks or disclaimers except the undermentioned observation on which the management has given its explanations as mentioned below:

Observation/Remarks of the Auditor:-

Pursuant to Section 128 of the Companies Act, 2013 and rules made thereunder, the company is required to use such accounting software for maintaining its books of account, which has a feature of recording audit trail. Whereas, during the audit period the Company is not using such kind of software which support the audit trail facility.

Management Statement on the Observation

The management acknowledges that there have been deficiencies in the accounting software that the Company is using and the same will be reviewed by the Board of the Directors of the company and will make sure that necessary actions will be taken in the current financial year to update the system and accounting software which meets the requirements for recording the audit trail facility.

16. 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:

(2) The Company has not provided any guarantees covered under Section 186 of the Companies Act, 2013; and

(3) The Company has made an investment of Rs. 10.00 lakh in Argun Investment Fund during the year under review. Its investment in wholly owned subsidiary M/s Spike Advertising Private Limited and in Jewellery continues as earlier.

17. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

During the period under review the Company has entered into business transactions with its wholly owned subsidiary and other companies in which directors are interested. All the transactions were entered into at arm's length basis and proper approvals of the Board were 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 arm's length basis; and

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

(e) The particulars of the related party transactions in prescribe format AOC-2 is attached herewith as Annexure-D.

18. TRANSFER TO RESERVES

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

For the financial year ended 31st March, 2024, the Board of Directors of the Company does not propose to transfer any amount to General Reserve Account and recommends carrying whole of the distributable profits to accumulated profit and loss account.

19. DECLARATION OF DIVIDEND

(Pursuant to section 134(3)(k)

Considering the size of profit and requirements of the funds for expansion of business of the Company, your Board does not recommend distributing any dividend for the financial year ended on 31st March 2024.

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

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

21. MATERIAL CHANGE AND COMMITMENTS

(Pursuant to section 134(3)(l)

No material change has occurred, since 01st April 2023, in the nature of business and/or commitments, which affects the financial position of the company.

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

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

(1) Conservation of Energy, Technology Absorption

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

(2) Foreign Exchange Earnings and Outgo

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

23. RISK MANAGEMENT

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

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

24. DISCLOSURES RELATING TO CORPORATE SOCIAL RESPONSIBILITY

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

(1) The Companies Act 2013 has brought an initiative towards betterment of society through corporate efforts. Section 135 of the Act provides for expenditure by prescribed companies of 2% of its average profits in the activities prescribed under '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 net 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 for its net profits was above Rs. 05 Cr.

(4) The Company has duly framed and approved its CSR Policy which is annexed to this report as Annexure 'F' and is also available on the website of the Company. (www.graphisads.com >Home page>Investor Relation>Our Policies).

(5) The Financial parameters governing the amount of CSR obligation required to be spent during FY 2023-24 are as follows:

(6) The amount has been duly spent in CSR activities as per its CSR Policy. The spendings are being done on 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) The Financial parameters governing the amount of CSR obligation required to be spent during FY 2024-25 are as follows:

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

(1) Sh. Mukesh Kumar Gupta was Managing Director of the Company during the financial year. The details of the managerial remuneration paid during the financial year has been as follows:

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

(3) None of the directors received any remuneration from the subsidiary of the Company.

26. MATTERS RELATING TO SHARES AND SHARE CAPITAL

(1) Details regarding the Authorised Share Capital

The Authorized share capital of the Company is Rs. 20.00 Cr divided into 2.0 Cr Equity Shares of Rs. 10/- each. There has been no change in the authorized capital of the Company during the financial year.

(2) Details regarding issue and allotment of shares

The Company has successfully completed its Initial Public Offer (IPO) on 08th December 2023 and allotted a total of 48,12,000 equity shares of Rs. 10/- each at a premium of Rs. 101/- each aggregating to a total consideration of Rs. 53,41,32,000/- (Rupees Fifty-Three Crore Forty-One Lakh and Thirty-Two Thousand Only).

All the equity shares of the Company are listed on the SME EMERGE platform of National Stock Exchange.

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

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

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

(4) Details of issue of sweat equity shares.

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

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

(5) Details of ESOS

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

27. Disclosure on establishment of Vigil Mechanism

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

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

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

29. OTHER DISCLOSURES REQUIRED UNDER COMPANIES ACT 2013

(1) Requirement of maintaining cost records

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

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

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

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

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

2. No case of the nature covered under the provisions were reported to the Committee during the financial year 2023-24.

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

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

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

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

30. ACKNOWLEDGEMENT

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