e. During the year the company has issued equity shares of the company to VD Patel through Shares Swap Arrangement i.e. Other than Cash in which the company has purchased 1066 equity shares of Secure Connection Ltd (Honk Kong) against which the company has issued 57,325 equity shares of the company of face value of Rs. 10 each per share at an issue price of Rs. 785/- per share for a total consideration of Rs. 450.00 Lakhs. The said transaction was executed vide agreement/ MOU dated 29th December,2023 in accordance with the SEBI regulations, 2018 and Companies Act, 2013. Further the company has also entered into Shares Swap arrangement with M/s Sapri Trading LLC vide agreement/ MOU dated 01st August,2023 where the company has acquired 2267 equity shares of Secure Connection Ltd (Hong Kong) for the said purchase the company has issued 5,80,000 equity shares of the company of face value of Rs. 10 each per share at a price of Rs. 450/- per share for a total consideration of Rs. 2,610 Lakhs. For executing the above transactions, the company has determined the share swap rate which is obtained from Independent Registered Valuer.

The Company during the year has issued 8,68,850 equity shares of face value of Rs. 10 each on preferential basis at an issue price of Rs. 450 per share for a total consideration of Rs. 3909.82 Lakhs which includes Securities premium of Rs. 3822.94 Lakhs. The shares were allotted on 14th August, 2023 vide resolution dated 14th August, 2023 and issue is in accordance with SEBI regulations, 2018 and Companies Act, 2013.

Further the Company during the year has also issued 9,10,500 share warrants on preferential basis at an issue price of Rs. 450 per share for a total consideration of Rs. 4097.25 Lakhs of which only 25% of the total consideration i.e. Rs. 1024.31 Lakhs was received by the company as upfront as per regulation 4 of ICDR, 2015 or as amended. Later out of 9,10,500 share warrants, 3 Allottees holding 5000 share warrants exercised the option for allotment of equity shares and paid their balance 75% of its issue price amounting to Rs. 16.87 Lakhs (5000 share warrants * Rs. 450 * 75%) on 14th August, 2023. Further 2500 share warrants exercised the option for allotment of equity shares and paid their balance 75% of its issue price amounting to Rs. 8.44 Lakhs (2500 share warrants * Rs. 450 * 75%) on 13th February, 2024. Hence, On conversion of these 7500 equity shares of face value of Rs. 10 each, the company has recognised the premium of Rs. 440 per share in securities premium account amounting to Rs. 33 Lakhs (7500 equity shares * Rs. 440). Twenty five percent of 9,03,000 share warrants which have not yet exercised the option amounting to Rs. 1015.88 Lakhs is shown under the head Equity as '"'Money received against share warrants””. Balance Seventy five percent of 9,03,000 share warrants amounting to Rs. 3047.63 Lakhs (903000 share warrants * Rs. 450 * 75%) is still receivable as on the even date, the tenure for such warrants cannot exceed 18 months therefore the last date for receipt of above amount is 13th February,2025 in accordance with regulations 4 of ICDR, 2015.

During the previous year the company had issued 4,00,000 equity shares and 6,00,000 Fully Convertible Warrants of Face value of Rs. 10 each to one equity share full paid up on preferential basis at an issue price of Rs. 110 per share at a premium of Rs. 100 Per share on Extraordinary General Meeting held on 27th July 2021. The same were allotted to the respective members on 19th August 2021. During the year the above 6,00,000 fully convertible warrants are converted to fully paid 6,00,000 equity shares of face value of Rs. 10 each and the respective share premium of Rs. 100 per share amounting to 600 Lakhs is included in Share Premium Account under the head Other Equity.

f. Rights, preferences and restrictions :

i. The company has only one class of shares referred to as equity shares having a par value of Rs 10/- each. Each holder of equity shares is entitled to one vote per share.

ii. The Company declares and pays dividend in Indian rupees. Final dividend, if any, proposed by the Board of Directors is recorded as a liability on the date of the approval of the shareholders in the ensuing Annual General Meeting; in case of interim dividend, it is recorded as a liability on the date of declaration by the Board of Directors of the Company.

The description of the nature and purpose of each reserve within equity is as follows :

a. Securities Premium

The amount received in excess of the face value of the equity shares issued by the Company is recognised in securities premium. The reserve shall be utilised in accordance with the provisions of section 52 of the Companies Act, 2013.

b. Retained Earnings

Retained earnings are the profits that the Company has earned till date. It is a free reserve which can be used for meeting the future contingencies, creating working capital for business operations, strengthen the financial position of the Company etc.

c. Other Comprehensive Income

Other comprehensive income comprises the balance of remeasurement of retirement benefit plans.

Note:

a. ECLGS from HDFC Bank is secured through first ranking hypothecation / charge / pledge / mortgage of following immovable properties along with Axis Bank, DBS Bank (1) Flat No. 801 B wing, 8th Floor, L T Road, Pratap Heritage CHSL, N.R. Complex, Borivali West, Mumbai - 400092

(2) Flat No. 7 (A/7), 3rd Floor, 194 S V P road, A wing, Nimesh Kunj CHSL, Borivali West, Mumbai - 400092

(3) Flat No. 102, Disha residency, 12th Khetwadi road, behind Shalimar Cinema, Grant Road (East), Mumbai - 400004

(4) Office No. B 215 Mandapeshwar Industrial Estate, Off SV road, Borivali West, Mumbai - 400092

(5) Fixed deposit of Rs. 0.83 Crores (the proportionate amount of Fixed Deposit of Rs. 0.42 Crores to be kept with Axis Bank exclusively)

b. ECLGS from Axis Bank is secured with immovable properties as mentioned in point no a) from (1) to (4) above. Further Stock debts and Fixed deposit are also hypothecated as mentioned in latest Sanction letter.

c. ECLGS Loan from State Bank of India is primarily secured against Stocks, RM, finished goods, book debts & receivables and other current assets of the company. Office premises 3rd and 4th Floor Govt. Ind. Estate, Charkop, Kandivali west is mortgaged as collateral security. Further Gala No. 1, 2nd Floor Govt. Ind. Estate, Charkop which is owned by M/s. Shilpa Global Pvt Ltd. (Related Party) is also mortgaged as security with State Bank of India Bank.

d. All the above term loan are personally guaranteed by Ketan and Purvi Patel, directors of the company.

e. The above loans carry interest rate in the range of 9.00 % to 11% p.a.

f. Above borrowings also include Motor vehicle loan which is secured against the mortgage of respective Motor vehicle.

1. Cash Credit from HDFC Bank, Axis Bank & DBS Bank is secured against hypothecation of Stocks and Book debts, movable assets and Immovable Properties as mentioned below:

(1) Flat No. 801 B wing, 8th Floor, L T Road, Pratap Heritage CHSL, N.R. Complex, Borivali West, Mumbai - 400092

(2) Flat No. 7194 (A/7), 3rd Floor, S V P road, A wing, Nimesh Kunj CHSL, Borivali West, Mumbai - 400092

(3) Flat No. 102, Disha residency, 12th Khetwadi road, behind Shalimar Cinema, Grant Road East, Mumbai - 400004

(4) Office No. B 215 Mandapeshwar Industrial Estate, Off SV road, Borivali West, Mumbai- 400092

(5) Fixed deposit of Rs. 0.83 Crores with HDFC Bank & Rs. 0.42 Crores with Axis Bank by way of Additional Collateral Security.

2. Cash Credit from State Bank of India is secured against hypothecation of Stocks and Book debts, movable assets and Immovable Properties as mentioned below:

(1) Creative Newtech Limited, 3rd & 4th Floor, Plot No.137AB, Kandivali Co-op.Industrial Estate Limited,Charkop, Kandivali (West), Mumbai-400067, Maharashtra, India.

(2) Shilpa Global Pvt.Ltd. 2nd Floor, Plot No.137AB, Kandivali Co-op.Industrial Estate Limited,Charkop, Kandivali (West), Mumbai-400067, Maharashtra, India.

3. Cash credit is payable on demand, carries interest rate of 9.00 % p.a.to 11% p.a.

4. Cash credit and Buyer's credit is guaranteed by Director, Chairperson and Wholetime director.

5. Unsecured Loan from Directors and relative of directors carries interest at the rate of 12% p.a.

1, 20:

23.1: Sales by Performance obligations

Performance obligations are satisfied at a point in time i.e. when the customer obtains control of goods on its receipt. In case of export of goods, the control of goods is transferred on receipt of bill of lading / mate receipt.

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the parent by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the parent (after adjusting profit impact of dilutive potential equity shares, if any) by the aggregate of weighted average number of Equity shares outstanding during the year and the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

Note 32 - Financial Risk Management

The Company's business activities are exposed to financial risks, namely Credit risk, Liquidity risk .The Company's Senior Management has the overall responsibility for establishing and governing the Company's risk management framework. The Company has constituted a Risk Management Committee, which is responsible for developing and monitoring the Company's risk management policies. The committee reports regularly to the Board of Directors on its activities.

The Company's Risk Management Policies Are Established To Identify And Analyse The Risks Faced By The Company, To Set Appropriate Risk Limits And Controls And To Monitor Risks And Adherence To Limits. Risk Management Policies And Systems Are Reviewed Regularly To Reflect Changes In Market Conditions And The Company's Activities. The Audit Committee Oversees How Management Monitors Compliance With The Company's Risk Management. Policies And Procedures, And Reviews The Adequacy Of The Risk Management Framework In Relation To The Risks Faced By The Company.

The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported the audit committee.

i. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes, if require an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.

The Company had created a Provision for Trade receivable of Rs. 22.73 till the F.Y 2022-23. The said provision was created against the Trade Receivables amounting to Rs. 26.05 Lakhs which had significant risk in recoverable. Details of the same are as under:

The provision for loss allowances of trade receivables have been made by the management on the evaluation of trade receivables. The management at each reporting period made an assessment on recoverability of balances and on the best estimate basis the provision for loss allowances have been created.

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. Management monitors rolling forecasts of the Company's liquidity position on the basis of expected cash flows. This monitoring includes financial ratios and takes into account the accessibility of cash and cash equivalents

Note 33 Capital Management ^(Rs. ^{in Lakhs)}

For the purpose of the Company's capital management, capital includes issued capital and other equity reserves. The primary objective of the Company's Capital Management is to maximise shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The Company monitors capital using Adjusted net debt to equity ratio. For this purpose, adjusted net debt is defined as total debt less cash and bank balances

The Company has made provision in the Accounts for Gratuity based on Actuarial valuation. The particulars under the Ind AS 19 "Employee Benefits" furnished below are those which are relevant and available to the Company for this year.

a. Defined Contribution Plans

The Company's contribution to Provident Fund and other Fund aggregating to Rs. 47.47 Lakhs (Previous Year Rs. 48.18 Lakhs) has been recognised in the Statement of Profit and Loss under the head Employee Benefits Expense. (Refer Note 27)

c. Risk to the Plan

i. Actuarial Risk

The plan is subject to actuarial risk such as adverse salary growth, change in demographic experience, inadequate return on underlying plan assets. This may result in an increase in cost of providing these benefits to employee in future.

ii. Liquidity Risk

Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If such employees resign/ retire from the company there can be strain on the cash flows.

iii. Market Risk

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields of the corporate / government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

iv. Legislative Risk

Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation/regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is effective.

vii. The estimate of rate of escalation in salary considered in actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors, including supply and demand in the employment market.

viii. The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

ix. The company has not invested or maintained any plan assets against the above defined obligation. The company is of the view to manage the defined liability from it's own liquidity.

* The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The sensitivity analysis presented above may not be representative of the actual change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

I. Demand for F.Y 2019-20 was raised by the CPC via Intimation Order dated 20th December 2021. Demand was raised by CPC due to clerical error, after required follow up with Income Tax department the wrongful demand raised by the Income Tax department was deleted in the current year however interest amount on the wrongful demand has emerged on the income tax portal which is again incorrect. The company is following up with the Income Tax department to resolve the same and in the company opinion the interest demand shall not be materialised.

II. DGGI GST order : On 1st February,2024, Directorate General of GST Intelligence , Gurugram zonal unit passed an order under section 83 of CGST act, asking that the company to pay a GST amount of Rs. 1,91,43,812 for wrongful availment of Input tax credit. Our Counsel are of the opinion that this order is unjustified and the company has moved against this order in High court of Punjab and Haryana. We believe that the position of the company will be upheld in the High court. Hence in view of contingent nature of demand , company has classified the same under contingent liability.

III. GST Audit Order: GST audit team of Delhi circle 6 Group 2, have passed an order against the company stating that the company has charged wrong rate of SGST and CGST in case of certain products. Company and its counsel are of the opinion that our position is correct. Hence company has preferred an appeal against this order. In view of contingent nature of demand, company has classified the same under contingent liability.

IV. The Company has received a demand of Customs Duty via Show Cause Notice dated 13th March, 2018 amounting to Rs.1,86,19,246/- (without interest and penalty) from the Office of the Principal Commissioner of Customs, Mumbai, alleging that the import of Cameras was classified under wrong CTH (Customs Tariff Head) and Company has wrongly availed the duty exemption. The Company is not accepting the demand raised by the customs department and is contesting it. The company as well as it legal advisor are of the view that the classification adopted and exemption claimed were correct and in order. However it is believed that this position will likely be upheld in the appellate process. Hence, in view of the contingent nature of demand, the Company has classified the same under contingent liability.

V. The Company has received Order-in-Original C.A.O. No. CC-VA/24/2018-19 Adj. (I) ACC dated 28.02.2019 confirming the demand of Customs Duty amounting to Rs. 2,30,33,813/-. The Order also imposes penalty Rs. 4,61,38,438/-and penalty of 20,00,000/-. The Order states that Cameras imported by the Company was classified under wrong CTH (Customs Tariff Head) and Company has wrongly availed the duty exemption. The Company is not accepting the demand confirmed by the customs department and is contesting it. The Company has already filed an appeal against the same before the Customs, Excise, & Service Tax Appellate Tribunal, Mumbai. The Company as well as it legal advisor are of the view that the classification adopted and exemption claimed by the Company were correct and in order. It is believed that this position will likely be upheld in the appellate process. Hence, in view of the contingent nature of demand, the Company has classified the same under contingent liability.

On 11th April,2023 the Honourable CESTAT has passed an order in favour of the company and has dismissed an earlier order , show cause notice and penalty amounting to Rs. 4,61,38,428/- and Rs. 20,00,000 respectively. Company is in the process of getting refund of amounting to Rs. 1,38,00,000 which was paid as deposit against the above show cause notice.

Note 36: Related party Information

Disclosure of transactions with Related Parties, as required by Ind AS 24 "Related Party Disclosures" has been set out below. Related parties as defined under clause 9 of the Ind AS 24 have been identified on the basis of representations made by the management and information available with the Company.

A. Names of the Related parties

KMP or relatives have significant influence or have common Directorship:

Bittech Services Click Retail Private Limited Secure Connection Private Limited Shilpa Global Pvt. Ltd.

Compunics Technologies Llc Rinavaa Technologies Pvt. Ltd.

Subsidiary

Creative Peripherals and Distribution Ltd (Hong Kong)

Secure Connection Pvt Ltd. (Hong Kong)

Creative E-Commerce Ventures Private Limited

Key management personnel and their relatives

Ketan Chhaganlal Patel - Chairman & Managing Director Vijay Advani - Whole Time Director

Purvi Ketan Patel - Whole Time Director & Woman Director

Abhijit Kanvinde - Chief Financial Officer

Tejas Doshi - Company Secretary and Chief Compliance Officer

Kurian Chandy - Independent Director

Suresh Bhagavatula - Independent Director

Mihir Shah - Independent Director

Prachi Jain - Independent Director

Nidhi Ketan Patel - Relative of Director

Dhvani Ketan Patel - Relative of Director

Note 38: Dividend

During the year the company has paid dividend for the year ended 31st March, 2023 of Rs. 0.50 per equity share as final dividend which was approved in annual general meeting on 25th September, 2023.

Note 39: Segment Information

The Company has identified following reporting segments based on the information:

1 Enterprise Business - EB

2 Fast Moving Social - Media Gadgets - FMSG

3 Fast Moving Electronics Goods - FMEG

4 Fast Moving Consumer Technology - FMCT

The above business segments have been identified considering:

1 the nature of products and services

2 the differing risks and returns

3 the internal organisation and management structure, and

4 the internal financial reporting systems

Note 40: Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. A CSR committee has been formed by the company as per the Act.

As per Section 135 of the Companies Act, 2013, the Company is required to spend Rs. 43.33 Lakhs (Previous year Rs. 33.13 Lakhs) as per the provisions of Section 135 of the Companies Act, 2013. During the year the company has spent Rs. 44.75 Lakhs (Previous year Rs. 33.50 lakhs towards providing quality education to underprivileged and marginalized children, recognizing it as a key tool to break the cycle of poverty. By empowering these young minds through education, the foundation helps them create better futures for themselves and their families. which are eligible expenditure as specified under schedule VII of the Companies Act, 2013.

Note 41:

The Company's significant leasing arrangements are in respect of premises used for business, are accounted as a short term lease. The aggregate lease rentals payable are charged as rent in the statement of profit and loss (Refer note 29). These lease arrangements are cancelable in nature and can be terminated by giving notice for a period, which vary from one months to three months.

Note 42

Slump Sale is defined as the transfer of one or more undertakings as a result of the sale for a lump sum consideration without values being assigned to the individual assets and liabilities. The "C-kartOnline" Business Division is an online digital B2B E Commerce platform. The said online platform was developed in-house by the Company to facilitate distributors and suppliers in selling their products electronically. The Software developed for C-kartOnline business operation was shown under the head Intangible Assets.

The company during the year has sold the ""C-kartOnline"" business division as slump sale to M/s World Goods Marketplace Pvt. Ltd for a total consideration of Rs. 1,000 Lakhs vide Business Transfer Agreement dated 20th March 2024 . The company has booked the gain on sale of C-KartOnline division of Rs. 990.43 Lakhs and shown under the head Other Income in Statement of Profit and Loss Account for the year.

Reason for Variance where variance is more than 25%

*Current Ratio has increased in current year due to increase in financial assets and decrease in financial liabilities in comparison to previous year.

**Debt Equity Ratio has reduced and Debt Service Coverage Ratio has increased in comparison to previous year since the company has repaid the borrowings during the year and due to this the Short term and long term borrowings has decreased. Further there was an preferential allotment during the F.Y 2023-24.

“Inventory Turnover ratio has increased in current year as compared to last year due to increase in cost of goods sold on account of increase in revenue from operations during the year and reduction in average inventory holding period as compared to last year. ****Trade Payable turnover ratio has increased as compared to last year since during the year the purchases has increased on account of increase in sales and relatively the average trade payables operating during the year has decreased in comparison to last year.

#Net Capital Turnover Ratio has decreased in current year as compared to previous year since the Revenue from Operations has increased as compared to last year but the Net Assets (Current Assets - Current liabilities) has also increased comparatively due to reduction in Borrowings and increase in Current Financial Assets as compared to last year.

##Return on Equity ratio and Return on Capital Employed has decreased as compared to previous year though the net profit after tax has increased from previous year, there has been increase in Other Equity the Shareholders funds and Capital employed has also increased in current year compared to previous year.

###Return on Investment is calculated on Interest income earned during the year on Average Fixed Deposits held during the year. The Return on Investment has increased in current year due to increase in interest income for Average Investments held during the year.

Note 45- Other Disclosures

a. The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

b. Transaction with struck off companies: The Company does not have any transactions with companies struck- off under Section 248 of the Companies Act, 2013.

c. The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

d. The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

e. The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(i) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or;

(ii) Provide any guarantee, security or the like to or on behalf of the Ultimate beneficiaries.

f. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or;

(ii) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

g. The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

h. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

i. The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post- employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

j. The Company is not declared wilful defaulter by any bank or financial institution or lender during the year.

k. There are no significant subsequent events that would require adjustments or disclosures in the financial statements as on the balance sheet date.

l. The Company has used accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility and the same has been operative throughout the year for all relevant transactions recorded in the respective software. Further, the audit trail feature has not been tampered with and the audit trail has been preserved by the Company as per statutory requirements.

Note 46

Figures for the previous years have been regrouped / restated wherever necessary to conform to current year's presentation.

Note 47: Approval of financial statements

The financial statements were approved for issue by the board of directors on 16th May, 2024.