Control Print Ltd

To the Members,

Your Directors are pleased to present the 33rd Annual Report of the Company along with the Audited Financial Statements for the Financial Year ended 31st March 2024.

FINANCIAL PERFORMANCE

The audited financial statements of the Company, for the financial year ended 31st March 2024, on standalone and consolidated basis are in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 ("Ind-AS") notified under Section 133 of the Companies Act, 2013 ("Act"), read with relevant rules and other accounting principles.

The summarised financial highlight is depicted below:

( In Lakhs)

REVIEW OF OPERATIONS AND STATE OF AFFAIRS:

Your Company is one of the leading players in India providing printing solutions viz. manufacturing of Coding and Marking Machines and Consumables related to it, Spare parts and after sales services. Further, the Company also manufactures Face Masks at its Nalagarh plant.

The total income from business operation of the Company for the year ended 31st March 2024 is 34,366.41 Lakhs which is higher by about 17.93 % as compared to the previous year which was 29,140.61 Lakhs. The total comprehensive income for the year stood at

9,046.13 Lakhs in the current year, as against 5,002.60

Lakhs in the previous year. The Company continues to have healthy growth in EBIDTA, PBT, PAT & EPS on a year-on-year basis.

No material changes and commitments have occurred after the close of the year till date of this report which affects the financial position of the Company.

DIVIDEND DISTRIBUTION POLICY:

In terms of provisions of Regulation 43A of the SEBI (Listing

Obligations & Disclosure Requirements) Regulations,

2015 ("Listing Regulations"), your Company has adopted a Dividend Distribution Policy, which is made available on Company's website and can be accessed using the link https://controlprint.com/investors/corporate-governance-new/

DIVIDEND

During the year, the Board of Directors of the Company at its meeting held on 22nd January 2024, declared an interim dividend of 4/- per equity share i.e. @ 40

% of face value of 10/- for the financial year 2023-24 absorbing a sum of 639.77 Lakhs. The same was paid to the shareholders on 13th February 2024.

In line with the consistent performance of the Company during the year, your Directors are pleased to recommend for approval of members, a finaldividend of 5/- per equity share i.e. @ 50% of face value of 10/- each for the Financial Year ended 31 March 2024. The dividend will be paid in compliance with the applicable Rules and Regulations. The total dividend, including the proposed Final dividend, amounted to

9/- per equity share and will absorb 1,439.48 Lakhs.

TRANSFER TO RESERVES:

Your Director do not propose to transfer any amount to reserves.

UNPAID/UNCLAIMED DIVIDEND:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, 779,920/- of unpaid/ unclaimed dividends were transferred during the year under review to the Investor Education and Protection Fund.

SUBSIDIARY COMPANY

During the year, the wholly owned Subsidiary i.e. Control

Print B.V. had subscribed to 1320 equity shares and further purchased 70 more shares from one of its shareholder of Codeology Group Limited (incorporated in England) on 28 February, 2024. Acquiring majority stake i.e.

50.49% of Codeology Group Limited. Consequent to this acquisition Codeology Group Limited become the step down Subsidiary of the Company.

Further the Company has incorporated a step down subsidiary i.e. CP Italy S.r.l. in Italy through its wholly owned subsidiary i.e. Control Print BV on 23rd February 2024.

CP Italy S.r.l. is incorporated with the object of Development, production and marketing of innovative products with high technological value.

As on 31st March 2024, the Company has following

Subsidiaries namely:

Liberty Chemicals Private Limited (wholly owned subsidiary) Control Print B.V. (wholly owned subsidiary)

Control Print Packaging Private Limited (wholly owned subsidiary)

Innovative Codes (I) Private Limited

Markprint B.V. (step down subsidiary)

Codeology Group Limited (step down subsidiary) CP Italy S.r.l. (step down subsidiary)

As per the provisions of Section 129(3) of the Companies Act, 2013 ("Act"), a statement containing salient features of the financial statements of the Company's Subsidiaries in Form AOC-1 is annexed as "Annexure A" and forms an integral part of this Report. Pursuant to the provisions of Section 136 of the Act, the financial statements alongwith the relevant documents and separate audited financial statements in respect of subsidiaries is available on the website of the Company.

The financial statements of the subsidiary companies and related information are available for inspection by the members in electronic mode during business hours on all working days upto the date of the AGM as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements, financial statements of subsidiary and all other documents required to be attached to this report have been uploaded on the website of your

Company under the web link: https://www.controlprint. com/investors/

SHARE CAPITAL

During the year, the Company has bought back 3,37,500 fully paid-up equity shares of the Company of face value of 10 each at a price of 800/- per equity share for an aggregate consideration of 27,00,00,000/- Pursuant to the said buyback of equity shares, the paid-up share capital of the Company as on 31st March 2024 stood at 15,99,42,120/- comprising of 1,59,94,212 equity shares of 10/- each.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, are given in "Annexure B" and forms an integral part of this Report.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Separate reports on Corporate Governance and

Management Discussion and Analysis as required by Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations,

2015 ["Listing Regulations"] forms part of this Annual

Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 73 and Chapter V of the Act and as such, no amount of principal or interest was outstanding as on the balance sheet date.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has implemented an ERP, SAP for its operations and financial transaction and records. The transactional controls built into SAP ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records.

The systems, standard operating procedures, policies and controls are reviewed by Management. These systems and controls are subjected to Internal Audit and their findings and recommendations are reviewed by the

Audit Committee which ensures the implementation. The Company has an adequate Internal Financial

Control System, commensurate with the size, scale, nature and complexity of its operations to ensure proper recording of financial and compliance of various internal control and other regulatory and statutory compliances. Internal Audit Control System ensures that the regular internal audits are conducted at both the factories and branches to cover various functions. The findings are then taken up by Audit Committee along with Management Response for suitable action.

The Audit Committee monitors the Internal Audit System on regular intervals and directs necessary steps to further improve the Internal Control system.

ANNUAL RETURN

The Annual Return of the Company as on 31st March 2024 is available on the Company's website and can be accessed at https://controlprint.com/investors/annual-report/.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

As stipulated under regulation 34(2)(f) of the Listing

Regulations, the Business Responsibility & Sustainability

Report (BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective is annexed as "Annexure - C" and forms an integral part of this Annual Report and is also uploaded on the Company's website and can be accessed at https://www.controlprint.com/investors/annual-report/

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related party were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interests of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in

Form AOC-2 is not applicable.

Your Directors draw attention of the members to Notes to accounts of the financial statement which sets out related party disclosures.

A statement of all related party transactions is presented and operational information before the Audit Committee on a quarterly basis, specifying the nature and value of the transactions. Your Company has formulated a Policy on Related Party Transactions and policy on the same as approved by the Board is uploaded on the Company's web link viz. https://www.controlprint.com/wp-content/uploads/

Related-Party-Transactions-Policy.pdf

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors, to the best of the knowledge and belief and according to the information, explanations and representations obtained by them and after due enquiry, make the following statements in terms of Section 134(3) (c) and 134(5) of the Act that: a) In the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) The Directors 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 as at 31 March 2024 and of the profit of the Company for the year ended on that date; c) The Directors have taken proper and 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) The Directors have prepared the annual accounts on a going concern basis; e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT & RESIGNATION:

During the period under review, Mr. Rakesh Agrawal (DIN: 00057955) ceased to be an Independent Director of the Company due to advanced age and health reasons, with effect from 11 January 2024.

Further, Mr. Shyam Sundar Jangid (DIN: 01186353) and

Mr. Gaurav Himatsingka (DIN: 00050776) retired with effect from the close of business hours on 31 March 2024, upon completion of their second and final term as an Independent Director.

The Board places on record, sincere appreciation for their outstanding contribution towards the success of the Company, during their tenure as Independent Directors on the Board of the Company.

Mr. Chandresh Gandhi (DIN: 00707947) and Mr. Rahul Agrawal (DIN: 01226996) were appointed as Independent directors with effect from 29 March 2024, for a term of 5 consecutive years. The Members of the Company duly approved their appointments through a postal ballot dated 23 March 2024.

Based on the recommendations of the NRC and subject to the approval of the Members, the Board, in accordance with the provisions of Act and Regulations, appointed Mr.

Shome Nikhil Danani (DIN: 00217787) as an Independent Director of the Company, not liable to retire by rotation, for a term of five years commencing from 11 May 2024 till 10 May 2029.

During the year under review, Mr. Murli Manohar Thanvi was appointed as the Company Secretary & Compliance Officer with effect from 5 February 2024 upon cessation of Mr. Akshay Satasiya as Company Secretary & Compliance Officer hours on 31 January 2024. The Board placed on record their appreciation for his sincere services rendered during his tenure.

RETIRING BY ROTATION:

In accordance with the provisions of the Companies Act, 2013 and the Company's Articles of Association, Mr. Shiva

Kabra, Director (DIN : 00190173), retires by rotation at the ensuing Annual General Meeting and, being eligible offers himself for re-appointment.

The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing AGM.

As on the date of this report, Mr. Basant Kabra, Chairman & Managing Director, Mr. Shiva Kabra, Joint Managing Director, Mr. Jaideep Officer Barve, Chief Financial and Mr. Murli Manohar Thanvi, Company Secretary & Compliance Officer of the Company are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR'S & ADHERENCE TO THE COMPANY'S CODE OF CONDUCT FOR INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have submitted their disclosure to the effect that they fulfill all the requirements/criteria of independence as per Section 149(6) of the Act and they have registered their names in the Independent Directors' Databank.

In the opinion of the Board, there has been no change in the circumstances which may affect their Independent Directors of the Company and the Board is satisfiedof the integrity, expertise, and experience of all Independent Directors on the Board. Further, all the

Independent Directors have affirmed that they have adhered and complied with the Company's Code of Conduct for Independent Directors which is framed in accordance with Schedule IV of the Act.

As per the provisions of the Companies Act, 2013, the

Independent Directors are not liable to retire by rotation.

The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act,

2013 and the Listing Regulations.

BOARD MEETINGS HELD DURING THE YEAR

During witheffect the financial year ended 31 March 2024, Six Board Meetings were held. Details of meetings held and attended by each Director are given in the Corporate Governance Report forming part of this Annual Report.

COMMITTEE OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

During the year, all the recommendations made by the Audit Committee were accepted by the Board.

The details of the Committees along with their composition, their role, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act,

2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the individual Directors (including the Chairman) as well as an evaluation of the Board's Committees. The Nomination and Remuneration Committee (NRC) of the Company approved a criteria for evaluation of the performance of the Board, the Committees of the Board and the Individual Directors, including the Chairman of the Board.

The Board has carried out an annual Performance evaluation as approved by NRC. The performance of the Board and Committee's was evaluated on the basis of the criteria approved. The Board has reviewed the performance of the individual Directors. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated. The Board of Directors expressed their satisfaction with the evaluation process.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements on a periodic basis. The Board of Directors has approved Nomination and Remuneration policy, available at the Company's website under the web link: https://www.controlprint.com/wp-content/uploads/

Nomination_and_Remuneration-Policy.pdf The term and reference of Nomination and Remuneration Committee, details of Nomination and Remuneration policy and Committee Meetings are provided in the Corporate Governance Report.

FAMILIARISATION PROGRAM

The Company has formulated a Familiarisation Program for Independent Directors with an aim to familiarise the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc., to provide them with better understanding of the business and operations of the Company and so as to enable them to contribute significantly to the Company. The details of program for familiarisation of Independent

Directors with the Company are disclosed on the website of the Company under the web link https://www. controlprint.com/wp-content/uploads/Familarisation-

Programme-for Independent-Directors.pdf

AUDITORS AND AUDITOR'S REPORT (a) STATUTORY AUDITORS

M/s Jhawar Mantri & Associates, Chartered Accountants (Firm Registration No. 113221W), Mumbai, are re-appointed as Statutory Auditors of the Company for the second term of 5 (Five) years in the 31st AGM held in year 2022, from the conclusion of 31st AGM till conclusion of the 36th AGM of the Company to be held in the year 2027. The Statutory Auditors' Report forms part of this Annual Report. It does not contain any qualifications, adverse remarks reservations or disclaimer made by Statutory Auditor for the financial year ended 31 March 2024. The notes to the Accounts referred to in the Auditor's Report are self-explanatory and therefore do not call for any further explanation and comments.

(b) COST AUDITORS

As per the requirement of Central Government and pursuant to Section 148 of the Companies

Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, your Company carries out an audit of cost records. The Board of Directors, on recommendation of Audit Committee, has appointed, Mr. Paresh Jaysih Sampat (Membership No. 33451) Cost Accountants (Firm Registration No. 102421), as Cost Auditors of the Company for the Financial Year 2024-25.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with the Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the members. Accordingly, necessary resolution is proposed at the ensuing AGM for ratification the remuneration payable to the Cost Auditors for the Financial Year 2024-25.

(c) SECRETARIAL AUDIT & SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of Section 204 of the

Act read with the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Nilesh Shah & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Audit Report of the Secretarial Auditors of the Company for the financial year ended 31 March 2024 is attached hereto as "Annexure D" to this

Report.

Pursuant to Regulation 24A of the Listing

Regulations, the Company has obtained Secretarial

Compliance Report from a Practicing Company Secretary on compliance of all applicable SEBI

Regulations and circulars/ guidelines issued there under and copy of the same shall be submitted to the Stock Exchanges within the prescribed due date. The observations and comments given by the Secretarial Auditor in the Report are self - explanatory and hence do not call for any further comments under section 134 of the Act.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies

Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company as part of its CSR initiatives has undertaken projects/programs in accordance with the CSR Policy. The details of the CSR activities are given as "Annexure-E" forming part of this

Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated and established a Vigil

Mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement and to enable

Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and to report incidents of leak or suspected leak of unpublished price sensitive information. The employees and other stakeholders have direct access to the Chairperson of the Audit Committee for lodging concerns, if any, for review. The Whistle Blower Policy is available on the website of of your Company https://www.controlprint.com/wp-content/uploads/Vigil-Mechanism-or-Whistle-Blower-

Policy.pdf Your Company affirms that no director/ employee has been denied access to the Chairperson of the Audit Committee and that no complaints were received during the year.

RISK MANAGEMENT

Risk Management within the organisation involves reviewing the operations of the organisation, identifying potential threats to the organisation and the likelihood of their occurrence, and then taking appropriate actions to address the most likely threats.

The Company periodically reviews various risk and mitigates them through proper policies & processes. Further, the Company has a Risk Management

Committee, which frames, implements, monitors and reviews the risk management plan of the Company. The Committee is responsible for ensuring its effectiveness. The Audit Committee has an additional oversight in the areas of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with SS-1 and SS-2.

CREDIT RATING

The Company's financial discipline and prudence is reflected in the strong credit rating ascribed by CRISIL. The details of credit rating is disclosed in the Corporate Governance Report, which forms part of the Annual

Report.

2013

The Company is committed to uphold and maintain the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year, there were no complaints received relating to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Act read with rules made thereunder, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this

Report as "Annexure F".

As per the provisions of Section 136(1) of the Act, the reports and accounts are being sent to all the Members of the Company. Details as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are available for inspection by any

Member and may write to the Company Secretary at companysecretary@congtrolprint.com and the same will be furnished on such request.

ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safe operations. Your

Company endeavors that the conduct of all operations are in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in the future.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:.

Issue of equity shares with differential rights as to dividend, voting or otherwise.

No fraud has been reported by the Auditors to the

Audit Committee or the Board.

There has been no change in the nature of business of the Company.

There is no proceeding pending under the

Insolvency and Bankruptcy Code, 2016. There was no instance of one-time settlement with any Bank or Financial Institution.

APPRECIATION

Your Directors takes this opportunity to express their deep sense of gratitude to the high degree of professionalism, commitment and dedication displayed by employees at all levels. Your Directors also wish to thank its esteemed corporate clients, dealers, agents, suppliers, technology partners, investors, Government Authorities and bankers for their continued support and faith reposed in the Company. Your Directors are also deeply grateful to the shareholders for the confidenceand faith that they have demonstrated in the Company.