We are delighted to present the 33^rd Board’s Report and the Audited Financial Statements of
the Company for the financial year ended 31^st March 2025.

In this report, we highlight the key achievements, challenges, and progress made by our
Company during the reporting financial year. We delve into the core aspects of our business,
including our financial performance, operational activities, governance practices, and our
contributions to the environment, society, and stakeholders.

1. FINANCIAL RESULTS AND STATE OF AFFAIRS:

Your Directors are pleased to inform, that the Company had started its business operations w.e.f.
13^th October, 2024.

Summary of the financial performance of the Company for the financial year ended 31^st March,
2025 (compared to the previous year ended on 31^st March, 2024) as follows:

The financial statements have been prepared in accordance with the Indian Accounting Standard
(Ind AS). Adhering to Ind AS ensures compliance, transparency, and reliability in financial
reporting, accurately presenting the Company’s financial position, performance, and cash flows.

2. CAPITAL STRUCTURE:

The Capital Structure of the Company as on 31^st March, 2025 is as follows: -

The Authorized Share Capital of the Company is ?1,21,00,00,000 (Rupees One Hundred Twenty-
One Crore) divided into 1,14,00,00,000 (Rupees One Hundred Fourteen Crores) Equity Shares
of ?10/- each and ?7,00,00,000 (Rupees Seven Crores) Redeemable preference shares of ?10/-
each.

The Issued, subscribed and Paid-up Equity Share Capital of the Company is ?10,39,46,800
(Rupees Ten Crore Thirty-Nine Lakhs Forty-Six Thousand Eight Hundred) divided into
1,03,94,680 (One Crore Thirty Lakhs Ninety-Four Thousand Six Hundred Eighty) Equity Shares
of ?10/- each.

During the year under review, the Company has not issued any shares. The Company has not
issued any shares with differential voting rights or sweat equity or granted stock options.

3. DIVIDEND:

The Board of Directors does not recommend dividend for the Financial Year ended on 31^st March,
2025 in view of losses suffered by the Company for the year under review.

4. TRANSFER TO RESERVES:

During the year under review the company has not transferred any amount to the reserves.

5. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY:

The Company does not have any subsidiary, associate or joint venture during the financial year
2024-25 as well as at the beginning or closing of the financial year. Therefore, the financial
statement is prepared on standalone basis and not required to prepare on consolidated basis and
the requirement for disclosure in the Form AOC-1 is not applicable.

6. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Act, the Board of Directors confirm that:

(a) in preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;

(b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the Financial Year and of the Profit and Loss of the
Company for that period;

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

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

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

(f) 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;

7. BOARD OF DIRECTORS, THEIR MEETINGS & KMP(s): -
Change in Directors and Key Managerial Personnel:

During the year, the Members approved the following appointment and re-appointment of
Directors:

Mr. Amit Ramanlal Bhandari was appointed through circulation resolution passed by majority of
Directors on 13^th June, 2024 as an Additional Independent Director and subsequently approved
by the shareholders of the Company at the Annual General Meeting of the Company held on 11^th
September, 2024 for a term of 5 years effective from 13^th June, 2024.

Mr. Rajendra Singh Rajpal was appointed through circulation resolution passed by majority of
Directors on 13^th June, 2024 as an Additional Director and subsequently he has resigned from the
Board with effect from 19^th July, 2024 due to his personal reasons.

Mr. Shrutisheel Jhanwar was appointed as an Additional Director of the Company on the basis
of recommendation made by Nomination and Remuneration Committee to the Board of Director
with effect from 19^th July, 2024 and subsequently his appointment as Whole Time Director and
CFO was approved by the Shareholders of the Company at the Annual General Meeting of the
Company held on 11^th September, 2024; for a term of 5 years effective from 19^th July, 2024.

Key Managerial Personnel:

Mrs. Koyal Gehani was appointed as Company Secretary and Compliance officer of the Company
with effect from 18^th April, 2024 on the basis of recommendation made by Nomination and
Remuneration Committee of the Board of Director.

Board Independence:

Our definition of ‘Independence’ of Directors is derived from Regulation 16(1)(b) of SEBI
(LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The Company is
having following independent directors:

(i) Mr. Gautam Nandawat (DIN:02601413)

(ii) Mrs. Satinder Kaaur (DIN:10283851)

(iii) Mr. Amit Ramanlal Bhandari (DIN:10666532)

As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term
of 5 (five) consecutive years and shall not be liable to retire by rotation. No alternate Director has
been appointed during the period under review.

Declaration by the Independent Directors:

All the Independent Directors have given their declaration of Independence stating that they meet
the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013.

Further that the Board is of the opinion that all the independent directors fulfil the criteria as laid
down under the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations,
2015 during the year 2024-25.

Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate
meeting of the Independent Directors of the Company was held on 27^th March, 2025 to review
the performance of Non-Independent Directors (including the Chairman) and the entire Board.
The Independent Directors also reviewed the quality, content and timeliness of the flow of
information between the Management and the Board and its Committees which is necessary to
effectively and reasonably perform and discharge their duties.

Annual evaluation by the board:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration
Committee has laid down the criteria for evaluation of the performance of individual Directors
and the Board as a whole.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out
by the Independent Director. The performance of the Independent Directors was carried out by
the entire Board (excluding the Director being evaluated). The Directors expressed their
satisfaction with the evaluation process.

Familiarization Program for the Independent Directors:

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has put in place a familiarization programme for the Independent
Directors to familiarize them with their role, rights and responsibility as Directors, the working of
the Company, nature of the industry in which the Company operates, business model etc. The
details of the familiarization programme are explained in the Corporate Governance Report and
policy was disclosed on the Company’s website at http://www.clcindia.com/disclosure.php

Directors liable to retire by rotation:

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of
Association of the Company, Mr. Bhupendra Singh Rajpal (DIN: 00311202), Chairman and
Whole-Time Director of the Company is liable to retire by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment.

8. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND
OTHER DETAILS:

The Policy of the Company on Directors’ appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other matters
provided under section 178(3), uploaded on company’s website
http://www.clcindia.com/policy.php.

9. NUMBER OF MEETINGS OF THE BOARD:

The Board met 6 (Five) times in the Financial Year 2024-25 for details of meetings of the Board,
please refer to the Corporate Governance Report, which is a part of this report.

10. MEETINGS OF THE MEMBERS:

During the year under review the Annual General Meeting of the Company was held on 11^th
September, 2024, Postal ballot was conducted and approved on 20^th December, 2024 and Extra
Ordinary General meeting held on 28^th January,2025 during the year.

11. COMMITTEES OF BOARD:

In view of the changes in the composition of the Board and to strengthen corporate governance
practices and executing smooth business operations of the Company, the Board of Directors has
constituted/ reconstituted the following Committees:

Audit Committee:

The details pertaining to the composition, meeting, attendance and others of the Audit Committee
are included in the Corporate Governance Report, which is a part of this report.

Nomination and Remuneration Committee:

The details pertaining to the composition, meeting, attendance and others of the Nomination and
Remuneration Committee are included in the Corporate Governance Report, which is a part of this
report.

Stakeholders’ Relationship Committee:

The details pertaining to the composition, meeting, attendance and others of the Stakeholders’
Relationship Committee are included in the Corporate Governance Report, which is a part of this
report.

12. AUDITORS AND THEIR REPORTS:

Statutory Auditor:

In terms of provisions of Companies Act 2013 read with Companies (Audit & Auditors) Rules
2014 M/s. Ashok R. Majethia & Co., Chartered Accountants (Firm Registration No. 127769W),
have been appointed as Statutory Auditors for the first term of 5 consecutive years by the
shareholders with effect from the conclusion of 31^st Annual General Meeting till the conclusion
of 36^th Annual General Meeting.

As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has
confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India.

There are no cases of fraud detected and reported by the Auditor under Section 143(12) during
the Financial Year. The auditors have not reported any fraud during the year and hence
information under Section 134(3) (ca) may be treated as NIL.

During the Financial Year under review, there is qualification made by the Statutory Auditor on
the Standalone Financial Statements of the Company.

BOARD’S EXPLANATION OR COMMENTS ON QUALIFICATIONS MADE BY THE AUDITOR
IN HIS REPORT ARE AS UNDER:

a. The company has not provided/paid interest on delayed payment to parties covered under
the provisions of Micro, Small and Medium Enterprises Development Act, 2006. Amount
presently not ascertainable. - None of the MSME parties has demanded interest, it shall be
duly paid as and when demanded by the parties.

Cost Auditor:

As per the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Audit
and Auditors) Rules, 2014 framed thereunder, the maintenance of Cost records and appointment
of Cost Auditor is not applicable to the Company during the year under review.

Secretarial Auditor:

Section 204 of the Companies Act, 2013 read with Regulation 24A of SEBI (Listing Obligations
and Disclosure Requirements) Regulation 2015 inter-alia requires every listed Company to
undertake Secretarial Audit and shall annex with its Board’s Report a Secretarial Audit Report
given by a Company Secretary in practice, in the prescribed form.

In line with the requirement of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation
24A of the Listing Regulations and other applicable provisions, if any, the Board of Directors of
the Company in its meeting held on May 30, 2024 had appointed M/s Ajit Kumar & Associates,
Company Secretaries, New Delhi, to conduct Secretarial Audit of the Company for the financial
year 2024-25. The Secretarial Audit Report as issued by Secretarial Auditor forms part of the
Annual Report as “Annexure A” to the Board’s report.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As the average net profit of the Company during previous three Financial Years is negative, the
Company is not required to spend any amount for the CSR purpose during the year under review.
The policy on CSR as approved by the Board of Directors is also hosted on the website of the
Company and can be accessed from web link: http://www.clcindia.com/disclosure.php#

14. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM:

Your Company has in place an adequate internal financial control system, commensurate with
the size and complexity of its operations. Necessary checks and controls are in place to ensure
that all assets are safeguarded, to detect and prevent errors and frauds and that the transactions
are properly verified, adequately authorised, correctly recorded and properly reported. The
Statutory Auditors/ Internal Auditors of the Company conduct Audit of various departments to
ensure that internal controls are in place and submit Reports to the Audit Committee. The Audit
Committee regularly reviews these Reports and the Company when needed takes corrective
actions. The Statutory Auditors also audit the effectiveness of the Company’s internal financial
control system. No major inefficiencies were reported. A report on the Internal Financial Controls
under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 as given by the
Statutory Auditors of the Company forms part of Independent Auditor’s Report on Standalone
Financial Statements.

15. RISK MANAGEMENT:

In line with the regulatory requirements, the Company has framed a Risk Management Policy to identify
and assess the key business risk areas and to put in place a mechanism for mitigation of risk. A detailed
exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks.
The Risk Management Committee as well as the Board periodically reviews the risks and suggests steps to
be taken to control and mitigate the same through a properly defined framework.

16. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company is committed to highest standards of ethical, moral and legal business conduct.
Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in
compliance with the provisions of Section 177 (9) of the Companies Act, 2013 and the regulation
22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, The
Company has adopted a Whistle-Blower Policy for Directors and employees to report genuine
concerns and to provide for adequate safeguards against victimization of persons who may use
such mechanism.

The details of the Vigil Mechanism Policy have posted on the website of the Company at
following link: http://www.clcindia.com/disclosure.php. During the year, no personnel was denied
access to the Chairman of the Audit Committee.

17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments as per Section 186 of the Act by the
Company, have been disclosed in the financial statements.

18. TRANSACTIONS WITH RELATED PARTIES:

All related party transactions that were entered during the financial year, were on the arm’s length
basis and were in the ordinary course of business and as per the provisions of section 188 of the
Companies Act, 2013. Therefore, the disclosure requirement under Section 134(3)(h) of the
Companies Act, 2013, in Form AOC-2 does not apply. All Related Party Transactions were placed
before the Audit Committee, Board and Shareholders for approval. A policy on the related party
Transitions was framed & approved by the Board and posted on the Company’s website at below
link: http://www.clcindia.com/policy.php.

However, you may refer to Related Party transactions, as per the Accounting Standards, in the
Note No-45 forming part of financial statements.

19. WEB ADDRESS FOR ANNUAL RETURN AND OTHER POLICIES / DOCUMENTS:

The Company has a fully functional website viz www.clcindia.com. All the Policies/documents
are available on the website of the Company as per the statutory requirements. In terms of Section
92(3) read with Section 134(3)(a) of the Act and rules thereto, the Annual Return of the Company
in Form MGT - 7 for the financial year ended on March 31, 2025 will be made available on the
Website of the Company after Conclusion of the AGM in below link:
http://www.clcindia.com/disclosure.php.

20. PARTICULARS OF EMPLOYEES:

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014:

a) The ratio of the remuneration of each director to the median remuneration of the employees
of the Company and percentage increase in remuneration of each Director, Chief Financial
Officer and Company Secretary in the financial year:

*Remuneration in the form of Sitting Fees to attend meetings as an Independent Director,
hence unstated.

# Chairman and Managing Director has given waiver remuneration letter to the Board. Hence,
no remuneration was being paid to them.

b) The percentage increase in the median remuneration of employees in the financial year is Nil.

c) The number of permanent employees on the rolls of Company are 24.

d) Average percentile increases already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile increase
in the managerial remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:

Average % increase in the salary of employees other than Managerial Personnel: - Nil
Average % increase/(Decrease) in the Salary of the Managerial Personnel: - Nil
Increase in the managerial remuneration for the year was Nil.

e) The Company affirms that the remuneration is as per the remuneration policy of the Company.

21. DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of
principal or interest on deposits from public was outstanding as on the date of the balance sheet.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNING AND OUTGO:

In pursuant of section 134(3)(m) of the Companies Act, 2013 read together with Rule 8 of the
Companies (Disclosure of particulars in the report of Board of Directors) Rules, 2014, the relevant
information is provided herein below:

23. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no material change in the nature of business of the
Company.

24. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND
END OF FINANCIAL YEAR:

There have been no material changes and commitments, if any, affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of the report except change in registered office from
one state to another state.

25. PREVENTION OF INSIDER TRADING:

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted
a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities
by the Directors and designated employees of the Company. The details of the Insider Trading
Policy have posted on the website of the Company at following link:
http://www.clcindia.com/policy.php.

The Code requires Trading Plan, pre-clearance for dealing in the Company’s shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to the Company and during the
period when the Trading Window is closed. However, there were no such instances in the
Company during the year 2024-25.

26. CERTIFICATE ON CORPORATE GOVERANANCE:

Your Directors are pleased to report that your Company has duly complied with the SEBI
Guidelines on Corporate Governance for the year 2024-25 relating to the Listing Regulations. A
Certificate from M/s. Ajit Kumar & Associates, Company Secretaries, New Delhi, (Membership
No.: FCS 9320 & COP No.: 10990) confirming compliance with conditions as stipulated under
Listing Regulations is annexed to the Corporate Governance Report of the Company. The
Corporate Governance report for the financial 2024-25 attached as “Annexure-B”.

27. INVESTORS EDUCATION AND PROTECTION FUND:

During the financial year 2024-2025 ended 31^st March 2025 under review, there were no amount/s
which is required to be transferred to the Investor Education and Protection Fund by the Company.
As such, no specific details are required to be given or provided.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by
the regulators or courts or tribunals impacting the going concern status and company’s operations
in future.

29. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

The Corporate Governance Report and Management Discussion & Analysis, which form part of
this Report, together with the Certificate from the Practicing Company Secretary of the Company
regarding compliance of conditions of Corporate Governance as stipulated in Schedule V of
Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and the declaration by the Chairman regarding affirmations for compliance with the
Company’s Code of Conduct are annexed to this report as “Annexure C”.

30. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the provisions of Secretarial
Standard-1 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India.

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

As per Section 134(3) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, a
“Statement that the Company has complied with the provisions related to Constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH)” has to be included in the Board’s Report.

In accordance with the above-mentioned provisions of POSH, the Company is in compliance
with and has adopted the “Policy on Prevention of Sexual Harassment of Women at Workplace”
and matters connected therewith or incidental thereto covering all the related aspects. The
constitution of ICC is as per the provisions of POSH and includes external Members from NGO
or those individuals having relevant experience.

The Committee meets as and when required and provides a platform for female employees for
registration of concerns and complaints, if any. During the year under review i.e. FY 2024-25,
four meetings and awareness sessions were held in the manufacturing unit to discuss on
strengthening the safety of employees at workplace.

In addition, the awareness about the Policy and the provisions of Prevention of Sexual Harassment
Act was also carried out in the said meetings. We are pleased to inform you that no complaints
related to sexual harassment were reported during the year under the POSH Act.

32. LISTING:

Your Company’s shares were listed on BSE Limited (BSE) and National Stock Exchange of India
Limited (NSE); however, trading was suspended due to procedural reasons.

33. GENERAL:

The Board of Directors state that no disclosure or reporting is required in respect of the following
matters as there were no transactions or applicability pertaining to these matters during the year
under review:

a. Payment of remuneration or commission from any of its subsidiary company to the Managing
Director/ Whole Time Director of the Company, as there is no subsidiary company of the
Company.

b. Voting rights which are not directly exercised by the employees in respect of shares for the
subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant
to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the
Companies Act, 2013).

c. Details of any application filed for corporate insolvency under Corporate Insolvency Resolution
Process under the Insolvency and Bankruptcy Code, 2016.

d. One time settlement of loan obtained from the banks or financial institutions.

e. There was no revision of financial statements and Board’s Report of the Company during the
year under review.

ACKNOWLEDGEMENTS

The Directors thank the Company’s employees, bankers, customers, vendors, investors and
academic partners for their continuous support. The Directors also thank the Government
authorities, concerned Government departments and other Stakeholders for their co-operation.

The Directors appreciate and value the contribution made by every member of the CLC family.

On behalf of the Board of Directors

Sd/-

Bhupendra Singh Rajpal

Chairman
DIN: 00311202

Place: Chhatrapati Sambhajinagar
Date: 30^th July, 2025