As on: Jul 04, 2026 11:44 PM
To
The Members,
Your Directors are pleased to present 35th Annual Report of the Company along with Audited Financial Statements for the Financial Year ended 31st March, 2026.
FINANCIAL PERFORMANCE
The Audited Financial Statements of the Company as on 31st March, 2026 are prepared in accordance with the relevant applicable Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the "Act"), read with relevant rules thereunder, and in compliance with Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") read with relevant rules and other accounting principles.
The summarised financial performance (standalone and consolidated) for the Financial Year ended 31st March, 2026 is depicted below:
REVIEW OF OPERATIONS AND STATE OF AFFAIRS:-
Your Company continues to be one of the leading players in India in the niche segment of Coding & Marking. The activities comprise manufacture and sale of a diversified range of printers, manufacture and sale of the associated consumables, sale of spare parts and providing after sales services.
Your Company continues to grow in the safety and hygiene segment, having expanded the portfolio of products offered in this segment, adding onto the masks business of earlier years.
The Track and Trace division has developed new products and solutions and has established in the domestic market by securing orders from certain large pharmaceutical companies.
With respect to the Packaging Division, your Company is actively engaged in tapping the huge market potential by exploring customers for co-packing activities, apart from sale of laminates and the packaging machines for producing single unit serving sachets.
The total income from business operation of the Company for the year ended 31st March, 2026 is Rs. 44,594.94 Lakhs which is higher by about 15.74% over that for the previous year which was Rs. 38,530.13 Lakhs. The total comprehensive income for the year stood at Rs. 8,643.73 Lakhs in the current year against Rs. 11,342.31 Lakhs in the previous year
The Company continues to have healthy growth in earnings and profits on an annual basis.
DIVIDEND
During the year, the Board of Directors of the Company at its meeting held on 29th January, 2026, declared an interim dividend of Rs 4/- per equity share i.e. @ 40% of face value of Rs. 10/- for the financial year 2025-26 absorbing a sum of Rs 639.77 Lakhs. The same was paid to the shareholders on 16th February, 2026.
Based on the Company's performance, the Board of Directors have recommended a final dividend of Rs. 6/- per equity share i.e @ 60% of face value of Rs. 10/- each for the year ended 31st March, 2026, subject to the approval of Members.
The dividend will be paid in compliance with the applicable Rules & Regulations. The total dividend including the proposed final dividend, amounted to 10/- per equity share and will absorb Rs. 1599.42 Lakhs.
Pursuant to Provisions of the Finance Act, 2020, dividend income is taxable in the hands of the Members . Accordingly, the Company is statutorily obligated to deduct Tax at Source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.
DIVIDEND DISTRIBUTION POLICY
In terms of provisions of Regulation 43A of the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), your Company has voluntarily adopted the Dividend Distribution Policy, which is made available on the Company's website and can be accessed using the link https://controlprint.com/wp-content/uploads/ Dividned-Distribution-Policu.pdf .
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, Rs. 12,63,280/- of unpaid or unclaimed dividends were transferred during the year under review to the Investor Education and Protection Fund.
SUBSIDIARY COMPANY
During the year, the Company through its wholly owned Subsidiary i.e. Control Print B.V. had subscribed to 50,000 (representing 5%) equity shares of Markprint B.V., a Step Down Subsidiary Company. Hence, Control Print B.V. increased its stake to 90% in Mark Print B.V. on 9th October, 2025.
During the year under review, the Company has following subsidiaries namely:
• Liberty Chemicals Private Limited (Wholly owned subsidiary)
• Control Print Packaging Private Limited (Wholly owned subsidiary)
• Innovative Codes (I) Private Limited (Subsidiary)
• Control Print B.V. (Wholly owned subsidiary)
• Markprint B.V. (Step down subsidiary)
• Codeology Group Ltd (Step down subsidiary)
• CP Italy S.r.l. (Step down subsidiary)
• Control Print MEA FZE (Wholly owned 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 subsidiary 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 along with the relevant documents and separate audited financial statements in respect of subsidiary companies is available on the website of the Company.
In accordance with the provisions of Section 136 of the Companies Act, 2013, The financial statements of the subsidiary companies, along with the related information and documents, are available for inspection by the members in electronic mode during business hours on all working days upto the date of the AGM.
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 subsidiaries 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://controlprint.com/audited- financial-statements-of-subsidiaries/
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 Listing Regulation forms part of this Annual Report.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public within the ambit of Section 73 of the Companies Act 2013(‘Act') read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no amount of principal or interest was outstanding as on balance sheet date.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has implemented an ERP, SAP for its operations, financial transaction and records. The transactional controls built into SAP to ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records. The systems, standard operating procedures and controls are reviewed by the 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 operational information 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, 2026 is available on the Company's website and can be accessed at https://controlprint.com/annual-returns/
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
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,are given in "Annexure C" and forms an integral part of this Annual Report and is also uploaded on Company's website and can be accessed at https://controlprint.com/annual-general-meeting/
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of Loans, Guarantees or Investments covered under the provision of Section 186 of the Companies Act, 2013 forms part of notes to the Financial Statements.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has a process of identification of related parties and transactions with related parties, its approval and review process. The Policy on Related Party Transactions as formulated by the Audit Committee and the Board is available on the Company's website and can be assessed at https://controlprint.com/wp-content/ uploads/financial-documents/policy-on-materiality- of-related-party-transaction-and-dealing-with-related- partu-transaction/policu-on-materialitu-v2.pdf
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 interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to the Company for 2025 - 2026 and hence, does not form part of this Report.
Your Directors draw attention of the members to Notes to accounts of the financial statement which sets out related party disclosures.
DIRECTORSRs 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, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;
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 31st March, 2026 and of the profit of the company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) 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
Mr Basant Kabra (DIN: 00176807) retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking MembersRs approval for his reappointment along with other required details forms part of the Notice of this AGM.
All the Independent Directors of the Company have submitted their disclosures to the effect that they fulfill all the requirements/criteria of independence as per Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. 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.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Act, Mr Basant Kabra, Managing Director, Mr Shiva Kabra, Joint Managing Director, Mr Jaideep Barve, Chief Financial Officer and Mr Murli Manohar Thanvi, Company Secretary and Compliance Officer are the Key Managerial Personnels ("KMPs") of the Company as on 31st March, 2026.
BOARD MEETINGS HELD DURING THE YEAR
During the financial year ended 31st March 2026, Five (5) meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two consecutive meetings of the Board was not more than One Hundred and Twenty (120) days as stipulated under the Act and Listing Regulations.
COMMITTEE OF THE BOARD
The Board of Directors have the following Committees:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. StakeholdersRs Relationship Committee;
4. Corporate Social Responsibility Committee; and
5. Risk Management Committee
During the year, all the recommendations made by the Audit Committee were accepted by the Board. Further, 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, COMMITTEES AND DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations the Board has carried out an annual evaluation of its own performance, the individual Directors (including the Chairman), the Committees and the Board. The Nomination and Remuneration Committee (NRC) is responsible to formulate and recommend to the Board a structured framework for the performance evaluation process. This includes a checklist that outlines the key criteria and parameters for evaluating the performance of the Board as a whole, its various committees, and individual directors. The Board reviews and formally approves this checklist to ensure a transparent, objective, and comprehensive evaluation process.
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 also 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 and available at the Company's website under the web link: https://www.controlprint.com/wp-content/uploads/ Nomination and Remuneration-Policu.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
Pursuant to the provisions of Regulation 25(7) of the SEBI Listing Regulations read with Schedule IV of the Act, the Company has formulated a Familiarization Program for Independent Directors with an aim to familiarize 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://controlprint. com/familiarisation-programmes-of-independent- directors/
AUDITORS
Statutory Auditors and AuditorsRs Report
Based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the 31st Annual General Meeting, re- appointed M/s Jhawar Mantri & Associates, Chartered Accountants (Firm Registration No. 113221W), as Statutory Auditors of the Company for the second term of 5 (Five) years from the conclusion of 31st Annual General Meeting till conclusion of the 36th Annual General Meeting of the Company to be held in the year 2027.
The Statutory AuditorsRs Report does not contain any qualifications, reservations, adverse remarks or disclaimers. Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, in the year under review. The Statutory AuditorsRs Report forms part of this Annual Report.
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, M/s. Tapan Gaitonde & Co. (Membership No. 38637) Cost Accountants (Firm Registration No. 104043), as Cost Auditors of the Company for the Financial Year 2026-27.
In accordance with the provisions of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records.
Secretarial Auditor's and Secretarial Audit report
Pursuant to Regulation 24A (1) of the Listing Regulations and Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based on recommendation of Audit Committee and the Board of Directors has appointed M/s Nilesh Shah & Associates, Practicing Company Secretary (Firm Registration No. P2003MH008800), as the Secretarial Auditors of the Company, a term of 5 (five) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30.
There are no qualifications, adverse remarks reservations or disclaimer made by M/s Nilesh Shah & Associates, Secretarial Auditors in their report for the financial year ended 31st March 2026. The Secretarial Audit Report of the Company 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 Exchange(s) within the prescribed due date.
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 Companies CSR Policy. The details of the CSR activities are given as "Annexure-E" forming part of this Report.
VIGIL MECHANISM/WHISTLE BLOWER
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 behaviour, 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 your Company https://www.controlprint.com/wp- content/uploads/Vigil-Mechanism-or-Whistle-Blower- Policu.pdf
Your Company affirms that no director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
RISK MANAGEMENT
Risk Management within the organization involves reviewing the operations of the organisation, identifying potential threats to the organization 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, implement and monitor the risk management plan of the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area 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
SECRETARIAL STANDARDS
The Company have devised proper systems to ensure compliance with the provisions of 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 Secretarial Standard -1 and Secretarial Standard -2.
CREDIT RATING
The Company's financial discipline and prudence is reflected in the strong credit rating ascribed by CRISIL and ICRA Limited. The details of credit is disclosed in the Corporate Governance Report, which forms part of the Annual Report.
EMPLOYEESRs STOCK OPTION SCHEME
During the financial year under review, the members of the Company had approved the introduction and implementation of ‘Control Print Employee Stock Option Scheme 2025Rs ("Scheme"), for the employees of the Group (including subsidiary and associate company).
The Nomination and Remuneration Committee is powered to administer and monitor the said Scheme, which is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations).
COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has in place a formal policy for the prevention of sexual harassment of its women employees in line with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013". 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 for the same, up to the date of the 35th AGM. Any Member interested in obtaining such information may write to the Company
Secretary at companusecretaru@controlprint.com and the same will be furnished on such request.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there were no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.
ENVIRONMENT AND SAFETY
Your Company is conscious of the importance of environmentally clean and safe operations. Your Company endeavours 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.
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.
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 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 confidence and faith that they have demonstrated in the Company.
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