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You can view full text of the latest Director's Report for the company.

BSE: 517564ISIN: INE769B01028INDUSTRY: Telecom Cables

BSE   ` 45.23   Open: 47.00   Today's Range 45.23
47.00
-2.38 ( -5.26 %) Prev Close: 47.61 52 Week Range 42.64
62.96
Year End :2025-03 

Your Company's Hoard of Directors are pleased to present the 34thThirty Fourth Annual Report and
Audited Financial Statements for the year ended March 31, 2025

l. FINANCIAL HIGHLIGHTS

The highlights of the Standalone Financial Results are as follows:

Particulars

Standalone

2024-25

2023-24

Revenue from Operations

0.00

0.00

Other Income

196.30

3.43

Total Income

196.30

3.43

Operating expenses

0.00

0.00

Other expenses

225.06

21.08

Operating Profit

(28.76)

(17.65)

Depreciation

23.70

23.70

Interest

18.39

18.29

Profit Before Tax

(70.86)

(59.65)

Tax Expense's

0.00

0.00

Profit for the year

(70.86)

(59.65)

Other Comprehensive Income

0.00

0.00

Total Comprehensive Income for the year

0.00

0.00

Earnings per Equity Share

Basic

(0.82)

(0.24)

Diluted

(0.82)

(0.24)

Other Equity (including retained earnings)

(130.50)

(59.65)

Cash and Cash Equivalents and investments
(excluding customer collection accounts & lien
deposits and including subsidiary Investments in the
case of standalone)

167.16

1.93

1. Overview of Performance

During FY 2024-25, Clenon Enterprises Limited (formerly known as OR Cables Limited)
continued its recovery trajectory following its successful emergence from the Corporate Insolvency
Resolution Process (CIRP). The Company reported Other Income of 196.30 lakhs as against 3.43 lakhs in FY2023-24. representing a significant increase of 5.622%. However, the Company
did not generate any revenue from operations during both financial years as it focuses on
restructuring and repositioning its business operations post-CIRP

The Company's loss before tax widened to ? (70.86) lakhs in FY 2024-25 compared to ? (59.65)
lakhs in the previous year, primarily due to increased other expenses of ? 225.06 lakhs compared
to? 21.08 lakhs in FY2023-24 The Earnings per Share (Basic) was (? 0.82) as against (? 0.24) per
share in the previous year, reflecting the impact of higher operational expenses during the
restructuring phase.

The successful completion of the CIRP process has provided Clenon Enterprises with a fresh start
and an opportunity to rebuild its business operations. The Company s emergence from insolvency
represents a significant milestone in Indian corporate restructuring, demonstrating the effectiveness
of the Insolvency and Bankruptcy Code. 2016 in providing distressed companies with a viable
recovery mechanism.

During the year, the Company focused on stabilizing its financial position and exploring new
business opportunities The substantial improvement in cash and cash equivalents to ? 167.16 lakhs
from ? 1 93 lakhs in the previous year indicates enhanced liquidity management and potential
capital infusion, providing the Company with the necessary resources to pursue its business revival
strategy.

Moving forward, the Company is expected to focus on developing its core business activities,
improving operational efficiency, and establishing revenue streams. The management remains
committed to transforming the Company into a viable business entity while maintaining
transparency and governance standards expected of a listed company The Company’s journey from
insolvency to recovery serves as a testament to the potential for corporate revival under the Indian
bankruptcy framework.

2. SHARE CAPITAL

The Authorized Share Capital of the Company at the beginning of the financial year was ?
34,00,00,000 and remains unchanged at 34,00,00,000 as of March 31, 2025. The Company has
not undertaken any enhancement in its authorized share capital during FY 2024-25.

The issued and paid-up capital as of March 31, 2025. was 8,61,53.160, which remained consistent
with the previous year's figure of 8,61,53,160 There has been no change in the paid-up capital
during the financial year, reflecting the Company’s stable equity structure during its post-CIRP
recovery phase.

3. RESERVES

During the reporting period the Company does not propose to transfer any amount to the Reserves.

4. DIVIDENDS

During FY 2024-25. the Company did not declare or pay any dividend to its shareholders. Given the
Company's current financial position with accumulated losses and its ongoing efforts to rebuild operations
post-CIRP. the Board deemed it prudent to conserve cash resources for business revival and growth
initiatives rather than distributing dividend; the Company’s priority remains on achieving operational
profitability and strengthening its financial position before considering any dividend distribution to
shareholders.

5. STATE OF THE COMPANY’S AFFAIRS

Clenon Enterprises Limited has recently emerged from the Corporate Insolvency Resolution Process
(CTRP), marking a significant milestone in the Company’s revival journey. The successful
completion of the CIRP process has provided the Company with a fresh start and an opportunity to
rebuild its business operations under a comprehensive resolution plan

As part of the approved resolution plan, the Company underwent a complete transformation,
including a change in its corporate identity. The Company changed its name from G.R.Cables
Limited to Clenon Enterprises Limited, and received the Certificate of Incorporation for name change
on February 03, 2025 This rebranding reflects the Company's new strategic direction and
commitment to building a sustainable business model.

Furthermore, in alignment with its restructuring objectives, the Company modified its main object
clause to better reflect its intended business activities going forward. The Company received the
revised Certificate of Incorporation dated December 05, 2024, incorporating these changes to its
memorandum of association. This amendment provides the Company with the necessary corporate
framework and flexibility to pursue diverse business opportunities and adapt to evolving market
conditions.

The emergence from CTRP represents not just a legal conclusion hut a strategic repositioning of the
Company. With the resolution plan successfully implemented, Clenon Enterprises Limited is now
focused on stabilizing its operations, exploring new business avenues, and building sustainable
revenue streams. The Company 's management is committed to leveraging this fresh start to create
value for all stakeholders while maintaining the highest standards of corporate governance and
transparency.

7. CAPITAL EXPENDITURE AND LIQUIDITY

The Company is currently in the phase of business restructuring and exploring new operational
opportunities. During FY 2024-25. the Company ’s operations remained minimal as it focused
primarily on stabilizing its corporate structure and strategic repositioning. Consequently, the

Company did not undertake any significant capital expenditure during the year.

Given the Company’s current operational status and focus on business revival, it is not availing of
any working capital facilities from banks or financial institutions. The Company’s approach remains
conservative, prioritizing financial stability and liquidity management us it works towards
establishing sustainable business operations.

As on March 31, 2025. the Company's cash and cash equivalents posit ion stood at ? 167 16 lakhs as
against ? 1.93 lakhs as on March 31, 2024. representing a substantial improvement in liquidity. This
enhanced liquidity' position provides the Company with the necessary financial flexibility to pursue
business development initiatives and support its operational requirements during the recovery phase.
The improved liquidity position provides the Company with the necessary financial flexibility to
pursue business development initiatives and support its operational requirements during the recovery
phase.

H. SUBSIDIARY COMPANIES

As on March 31, 2025, Clenon Enterprises Limited does not have any subsidiary companies,
associate companies, or joint venture entities. The Company currently operates as a standalone
entity focusing on its core business activities and strategic repositioning initiatives. Henceforth, the
Form No. AOC-1 is also not applicable on the company during the reporting period as mentioned
in
Annexure I.

The policy for determining material subsidiaries as approved by the Board may be accessed on the
Company’s website at the web-link:

https: //clenon. in/wp-

contcnt/uploads/2025/05-POLICY FOR DETERM1N1G MATERIAL SUBSlDlARY.pdf

Given that the Company docs not have any subsidiaries, the requirement for preparation of
consolidated financial statements does not arise, and accordingly, only standalone financial
statements have been prepared for the financial year 2024-25.

In accordance with the third proviso to Section I36( I) of the Act, the Annual Report of the
Company, containing therein its Standalone Financial Statements, are available on the
Company's website at the web-link:
https: / clenon.in. investor relations annual reports

9. RELATED PARTY TRANSACTIONS

During the financial year under review, the Company did not enter into any significant contracts,
arrangements, or transactions with related parties.

the Company has not entered into any other contract, arrangement, or transaction with related
parties which were not on an arm's length basis or could be
considered material in accordance with
the Company's policy on Related Party Transactions.

Given that the Company does not have any material related party transactions to report pursuant to
Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form
No. AOC-2, hut details of arm's length transactions during the year is mentioned in Form No.
AOC-2 in
Annexure II The attention of members is drawn to the relevant notes in the Standalone
Financial Statements which set out related party disclosures.

The Related Party Transactions Policy as approved by the Audit Committee and the Board is
available on the website of the Company at:

CEL RPT Policy: https://clenon.in/investor-relations/policies

10. LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES

During the Financial Year 2024-25. the Company has not provided any loans, security or
guarantee to any person or entity, nor has it made any investments in securities under the
provisions of Section 186 of the Companies Act. 2013. Accordingly, the disclosures required

under Section 186 of the Act are not applicable to the Company for the year under review.

11. NUMBER OF BOARD MEETINGS HELD

The Board of Directors of the Company met 5 (five) times during the FY 2024-25 The meetings
were held on the following dates:

Date of the Board Meeting

30th May, 2024

20rtl July, 2024

12th August, 2024

14th November, 2024

l0thFebruary, 2025

The details of the Board Meetings and attendance of Directors are provided in the Corporate
Governance Report, which forms a part of this Annual Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors:

During the Financial Year 2024-25, there were no changes in the composition of the Board of
Directors of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Nitin Kumar
Mathur(DIN: 06451862). Director of the Company, retired by rotation at the 33rd Annual General
Meeting held on August 14, 2024. Being eligible, he offered himself for reappointment and was
duly reappointed by the shareholders at the said Annual General Meeting

Key Managerial Personnel:

During the year under review, there were changes in the Key Managerial Personnel of the

Company:

Ms Priyanka Pandey resigned from her position as Company Secretary and Compliance Officer
with effect from July 03,2024. The Board places on record its appreciation for her valuable services
and contributions during her tenure with the Company.

Subsequently, Ms. Mantasha Habib was appointed as Company Secretary and Compliance Officer
of the Company with effect from November 14. 2024

The appointments and changes mentioned above were made in accordance with the applicable
provisions of the Companies Act, 2013 and the rules made thereunder

The appointments of the directors made during the year were based on the recommendations of the
Nomination and Remuneration Committee.

Further, the company has also formulated a Code of Conduct for Directors and Senior Management
Personnel, which is available on the company's corporate website:

httpsv/clenon in/wp-content/uploads/'2025/05/1 C'ode-of-conduct-for-Directors-and-Senior'-
Management-Personnel.pdf

Composition of Board

As of March 31. 2025. your company’s Board comprised of 4 Directors, which includes 2
Independent Directors (Ms Lakshmi Sree Kadumuri and Mr. Srinivas Gangula Reddy), 1 Non-
Exccutivc Director (Mr. Srinivas Pagadala), and 1 Whole-time Director - Promoter (Mr. Nitin
Kumar Mathur).

Key Managerial Personnel

During the year under review, the following employees were the ‘‘Key Managerial Personnel
("KMP") of the company: Ms. Mantasha Habib - Company Secretary and Mr. Venkatram Lingala
- Chief Financial Officer.

During the year. Ms. Priyanka Pandey resigned from her position as Company Secretary and

Compliance Officer with effect from July 03, 2024 Subsequently. Ms. Mantasha Habib was
appointed as Company Secretary and Compliance Officer of the Company with effect from
November 14, 2024.

13. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company has a Familiarization Programme which provides Orientation at the time of the
appointment of Independent Directors which covers their role and responsibilities, overview- of the
industry, operations, and business model of the Company They are provided with copies of the
Company’s latest Annual Reports, relevant provisions of the SEBI LOOK Regulations, the
Companies Act, 2013, Code of Conduct prescribed for the Board of Directors, Prevention of Insider
Trading regulations and other internal policies to help them get a broad view of the Company's
procedures and practices.

Familiarization program has been conducted for the directors appointed during the year. The
Company’s Ongoing Familiarization Programme covers periodic presentations at the Board
Meetings providing insights into the Company, the business environment, risks and opportunities
and other matters relevant to the Company. Regulatory changes relevant to the company are also
highlighted in these presentations.

The details of the familiarization programme may be accessed on the Company’s corporate website:
httpsV/clenon in/wp-content/uploads/2025/05/familiarisat ion -programme, pdf

14. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES, AND
INDIVIDUAL DIRECTORS

The Companies Act 2013, and the SEBI LODR Regulations stipulate the evaluation of the
performance of the Board, its Committees, Individual Directors, and the Chairperson.

The Company has formulated a Board Evaluation template for performance evaluation of the
Independent Directors, the Board, its committees, and other individual Directors which includes
criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The
template provides the criteria for assessing the performance of Directors and comprises of various
key areas such as attendance at Board and Committee Meetings, quality of contribution to Board
discussions and decisions, strategic insights, or inputs regarding future growth of the Company and
its performance, ability to challenge views in a constructive manner, knowledge acquired regarding
the Company’s business/ activities, understanding of industry and global trends, etc.

The evaluation involves self-evaluation by the Board Member and subsequent assessment by the
Board of Directors. A member of the Board will not participate in the discussion of his/her
evaluation.

The formal Board evaluation as mandated under the Companies Act and SEBI LODR Regulations
has been carried out during the year.

15. INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has adequate internal financial controls comprising policies and procedures for
orderly business conduct, safeguarding of assets, prevention and detection of frauds and errors,
accurate accounting records and timely preparation of reliable financial information.

The internal financial control system is supplemented b\ internal audits conducted by an external
audit firm. The Audit Committee reviews the audit reports quarterly and evaluates internal financial
controls and risk management systems in compliance with Section 177(4) of the Companies Act.
2013.

The Company has a Risk Management Policy for identification, assessment and reporting of
business risks as required under Section 134(3)(n) of the Companies Act, 2013.

16. BOARD COMMITTEES

During the year under review, the company had the following Three committees, and these
committees had periodical meetings for transacting the business as specified in their terms of
reference.

1. Audit committee

2. Nomination and Remuneration Committee

3. Stakeholder relationship Committee

The details of the composition of these committees, changes in the composition, dates of meeting
and attendance details of the meetings have been included in the Corporate Governance report.
During the year under review, all the recommendations of the Audit Committee and Nomination
and Remuneration Committee were accepted by the Hoard

17. AUDITORS

(i) Statutory Auditors

In terms of Section 139 of the Companies act,2013 read with Companies (Audit and Auditors)
Rules,2014, M/s. Gorantla & Co, Chartered Accountants (Firm Registration No. 016943S) were
appointed as the Statutory Auditors of the Company for a period of 5 consecutive years i.e. from
the conclusion of the 32nd Annual General Meeting till the conclusion of the 37thAnnual General
Meeting

The Auditor’s report on the financial statements of the company for the financial year ended
March 31, 2025 forms part of the Annual report

(ii) Secretarial Auditors

The Board at its meeting held on 10th February 2025. had appointed Mr Pawan Jain. Founder
and Sole-Proprietor of M/s. Pawan Jain
& Associates. Practicing Company Secretaries (having
Firm Registration Number: S2020TI.762000). to conduct the Secretarial Audit for the FY 2024-
25.

The Secretarial Audit Report in Form MR-3 for the financial year under review, as received
from Mr. Pawan Jain. Practicing Company Secretary is attached as an Annexure to the Board s
Report.

Further, in terms of Section 204 of the Companies Act.2013 read with Rule 9 of the Companies
(Appointment and Managerial Personnel) Rules.2014. and Regulation 24A of the Securities
and Exchange Board of India (Listing and Disclosure Requirements) Regulations, 2015, the
Board recommended the appointment of M/s. Pawan Jain
& Associates. Practicing Company
Secretaries, a peer reviewed linn (having Firm Registration Number : S2020TL762000), as the
Secretarial Auditors of the company for a term of 5 (five) consecutive years, to hold office from
the conclusion of this Annual General Meeting(AGM) till the conclusion of 39th (Thirty Ninth)
AGM to be held in the year 2030.

Accordingly, the resolution seeking approval for the appointment of Secretarial Auditors by the
members of the company is included in the Notice of the Annual General Meeting

(iii) Cost Auditors

The provisions pertaining to Section 148 of the Act are not applicable to the company

18. PARTICULARS OF FRAUD REPORTED BY THE AUDITORS

In terms of Section 143(12) of the Act. the Statu ton Auditors and Secretarial Auditors have not
reported any instance of fraud having taken place during the year under review

19. CORPORATE SOCIAL RESPONSIBILITY (CSR) & ENVIRONMENT, SOCIAL
AND GOVERNANCE (ESG)

During the reporting period under review, the provisions of Corporate Social Responsibility under
Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility
Policy) Amendment Rules. 2021. were not applicable to Clenon Enterprises Limited as the Company
did not cross the prescribed threshold limits of net worth ofRs. 500 crore or more, or turnover of Rs.
1.000 crore or more, or net profit of Rs 5 crore or more during the immediately preceding financial
year.

Similarly, the mandatory ESG disclosure requirements under the Securities and Exchange Board of
India (SEB1) Business Responsibility and Sustainability Reporting (BRSR) framework were not
applicable to the Company during the reporting period as the Company did not fall within the top
1.000 listed companies by market capitalization threshold.

Not with standing the non-applicability of mandatory CSR and F,S(i requirements, Clenon Enterprises
Limited remains committed to conducting its business operations in a responsible and sustainable
manner, integrating environmental, social, and governance considerations into it s business practices
as part of its commitment to stakeholder value creation and sustainable development.

20. RISK MANAGEMENT POLICY

The Company has in place a Risk Management Policy. The policy is available on the website of
the Company at:

CEL- Risk Management Policy -

https//clenon in/wp-conlcnt/uploads/2025/08/Risk manatiemenl ix)lic\ CEL pdf

21. NOMINATION AND REMUNERATION POLICY

In accordance with Section 178 of the Companies Act, 2013 and the SEB1 (Listing Obligations and
Disclosure Requirements)Regulations, 2015. the Company has a Board approved Nomination and
Remuneration Policy. The policy establishes criteria for appointment, remuneration and evaluation
of Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and
Remuneration Committee oversees the implementation of this policy and ensures transparent and
fair processes in nomination and remuneration matters. The policy is available on the website of
the Company at:

CEL - NRC Policy

https://clenon inAvp-content/uploads/2023/03/6.NOMINATE)N-AND-RI:.MIJN1'.RATIQN-
POLICY, pdf

22. WHISTLE BLOWER POLICY

In accordance with Section 177(9) of the Companies Act. 2013 and Regulation 22 of the SEB1
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established
a Board approved Vigil Mechanism or Whistle Blower Policy. The policy provides a framework for
employees and stakeholders to report genuine concerns about unethical behavior, actual or suspected
fraud, or violation of the Company's code of conduct or ethics policy.

The Audit Committee oversees the implementation of this policy and ensures adequate safeguards
against victimization of persons who use the vigil mechanism. The policy is available on the website
of the Company at:

CEL- Whistle Blower Policy:

https//clenon ni/wp-contenl/uploads/2023/i)3/l VIGIL-MECHAN1SM-OR-WHISTLE-BLOWER-
POLICY pdf

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

In respect of conservation of energy, technology absorption and foreign exchange earnings and
outgo, as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules. 2014 are given as under

(i) Conservation of energy - The Company's operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible through efficient utilization of
resources and adoption of energy-saving practices in day-to-day operations.

(ii) Technology absorption - The Company employs appropriate technology platforms in its
operations and continuously evaluates technological advancements to enhance operational
efficiency and maintain competitiveness in the market.

(iii) Foreign exchange earnings and outgo - During the financial year ended March 31. 2025. the
Company had no foreign exchange earnings and outgo as the Company did not have any foreign
exchange transactions during the reporting period

24. CORPORATE GOVERNANCE

Your Company is committed to maintaining the best standards of Corporate Governance and has
always tried to build the maximum trust with shareholders, employees, customers, suppliers, and
other stakeholders. A Report on Corporate Governance along with a Certificate from the
Secretarial Auditors of the Company regarding compliance with the conditions of Corporate
Governance as stipulated under Schedule V of the SF.BI LODR Regulations forms part of the
Annual Report.

25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. the Business Responsibility and Sustainability Report (BRSR) is applicable to
the lop 1,000 listed entities by market capitalization. Since Clenon Enterprises Limited is not among
the top 1.000 listed companies during the reporting period, the BRSR requirement is not mandat only
applicable to the Company.

26. ANNUAL RETURN

As per the provisions of Section 92(3) of the Companies Act. 2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 as amended from time to time, the
Annual Return of the Company has been placed on the website of the Company and can be
accessed at:

https://clcnon .in/wp-conlcnt/ui>loads/2023/05/Fonn MGT 7-G-R-CABI.ES-FY-2023-
24 signed pdf

27. DIRECTOR S RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act, 2013, your Directors state that:

a. the preparation of the annual accounts for the year ended March 31, 2025, the applicable
accounting standards have been followed and there arc no material deviations from the same.

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 as of March 31.2025. and of the profit of the Company
for year ended on that date.

o. they have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act. 2013 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.

c. they 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.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS

During the year under review, no significant/material orders were passed by the regulators or
the Courts or the Tribunals impacting the going concern status and the Company’s operations in
future.

29. LISTING WITH STOCK EXCHANGES

The Company is listed in BSE. The Company has paid the Annual Listing Fees applicable to both
these Exchanges.

30. UNPAID DIVIDEND AND INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

As at March 31, 2025, the Company does not have any unclaimed dividend amounts lying in the
Unpaid Dividend Accounts as the Company's entire shareholding is held in demineralized form

Pursuant to the provisions of Section 125 of the Companies Act, 2013, there is no amount which
remained unpaid or unclaimed for a period of seven years which is to be transferred by the
Company, from time to time on due dates, to the Investor Education and Protection Fund

31. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place an appropriate Policy on Prevention of Sexual Harassment of Women
at Workplace in accordance with the provisions of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. to prevent sexual harassment of its employees
Internal Complaints Committee has been set up to redress complaints received on sexual
harassment.

The Policy has been communicated internally to all employees and is made available on the
Company’s Intranet Portal.

During the year under review, no complaints were received under the said Policy.

The details of Sexual Harassment Complaints received and their treatment during the year are as
follows:

i. Number of Complaints of sexual harassment received in the year Nil

ii. Number of complaints disposed during the year N.A

iii. No. of cases pending for more than ninety days: N.A

iv. No. of workshops or awareness programme against sexual harassment carried out: None

v. Nature of action taken by the employer or District officer: N.A

32. EMPLOYEE STOCK OPTIONS

The Company does not have any Employee Stock Option Plan (ESOP) scheme for its employees
Accordingly, no options have been granted, vested, or exercised during the reporting period The
Company has not implemented any share-based employee benefit schemes under the SEBI (Share
Based Employee Benefits) Regulations. 2014 or SEBI (Share Based Employee Benefits)
Regulations, 2021 Hence, the disclosure of the same is not applicable to the Company.

33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 is
enclosed as an Annexure to this Report.

Since the Company does not have any employee drawing remuneration exceeding the limits
specified under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules. 2014. the disclosure of top ten employees in terms of remuneration
drawn is not applicable to the Company

34. SECRETARIAL STANDARDS

During FY 2024-25, the Company has complied with applicable Secretarial Standards issued by
the Institute of the Company Secretaries of India.

35. DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

During the year under review, there were no significant or material changes and commitments affecting
the financial position of the Company which occurred between the end of the financial year of the
Company i.e., March 31,2025. and as on the date of this Board's Report.

36. DEPOSITS

No disclosure is required in respect of the details relating to the deposits under Chapter V of the
Companies Act. 2013. as the Company has not accepted any deposits.

37. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the year under review, no Corporate Insolvency Resolution Process/ proceedings were
initiated by / against the company under Insolvency and Bankruptcy Code, 2016

38. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF:

The disclosure is not applicable as the Company has not undertaken any one-time settlement with the
banks or financial institutions during the year

39. DOWNSTREAM INVESTMENT

The Company has not made any downstream investment during the reporting period. Accordingly,
the provisions of Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 and RBI
circular no RBI/2013-14/117 A.P. (DIR Series) Circular No.01 dated July 04, 2013 are not
applicable to the Company for the current financial year.

40. OTHER DISCLOSURES

• The company is only required to prepare Standalone Financial Statements as the company does not
have any subsidiary companies for which Consolidated Financial Statements would be required.

• The Company is not required to maintain cost records as specified by the Central Government
under subsection (1) of section 148 of the Companies Act. 2013

41. ACKNOWLEDGEMENTS

Your Directors express their gratitude to the Bankers. Registrar and Transfer Agent, and other
valued customers for their continued business relationship and look forward to their ongoing
support

Your Directors acknowledge the guidance and support received from the Ministry of Corporate
Affairs and Securities and Exchange Board of India during the year and anticipate their continued
cooperation in the future. Your Directors also extend their appreciation to the shareholders. Stock
Exchanges and Depositories for their unwavering support and cooperation.

Your Directors place on record their sincere appreciation for the dedicated efforts of all employees
who have extended their full support in implementing various growth initiatives for the Company.

On behalf of the Board of Directors

Sd/- Sd/-

Nitin Kumar Mathur Srinivas Pagadala
Whole-time director Director

DIN: 06451862 DIN: 02669528

Place: Hyderabad
Date: September 04. 2025