Your directors have pleasure to present the 28^th (Twenty-Eighth) Annual Report together with the Audited Statement of Accounts of CLASSIC ELECTRODES (INDIA) LIMITED (“the Company”) for the year ended March 31^st, 2025.

FINANCIAL PERFORMANCE

The financial results of the Company for the Financial Year 2024-25 as compared with the previous Financial Year are as under:

STATE OF THE COMPANY’S AFFAIRS

The Company is engaged in the business of manufacturing, welding electrodes and offering engineering solutions to customers in India and abroad. Our company has been operating for 27 years and provides a wide range of products such as general-purpose, low alloy, low hydrogen, stainless steel, hard-facing, cast iron, non-ferrous, and low heat input electrodes, as well as cutting and gauging electrodes and MIG wires. There has been no change in the business of the Company during the financial year ended 31^st March, 2025.

The highlights of the Company’s performance are as under:

i. Revenue from operations for the year ended on 31^st March 2025 and 31^st March, 2024 is INR 20,579.49 Lakhs and INR 19,382.11 Lakhs.

ii. Other incomes for the year ended for the year ended on 31^st March 2025 and 31^st March, 2024 is INR 33.04 Lakhs and INR 209.98 Lakhs.

iii. Total expenditure for the year ended 31st March 2025 and 31st March 2024 is INR 19,123.44 Lakhs and INR 17,946.62 Lakhs.

iv. Net profit for the year ended for the year ended on 31^st March 2025 and 31^st March, 2024 is INR 1,161.62 Lakhs and INR 955.66 Lakhs.

v. Earning Before Tax (EBT) for the year ended 31st March 2025 and 31st March 2024 is INR 1487.84 Lakhs and INR 1451.88 Lakhs.

RESERVES

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account. DIVIDEND

To conserve the resources for future growth of the company, your directors do not propose any dividend for the current year.

HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company at the beginning of the year, during the year or at the end of the year.

SHARE CAPITAL

- The Authorised Share Capital as on 31st March, 2025 was INR 20,00,00,000/- divided into 2,00,00,000 Equity Shares of INR 10/- each.

- The Paid up share capital as on 31st March, 2025 was INR 13,19,37,500/- divided into 1,31,93,750 Equity Shares of INR 10/- each.

Increase in Paid Up Share Capital:

During the year, the Paid-up Share Capital of the Company increased from INR 5,27,75,000 (Rupees Five Crore Twenty-seven Lakh Seventy-five Thousand only) to INR 13,19,37,500 (Rupees Thirteen Crore Nineteen Lakh Thirty-seven Thousand Five Hundred only) in the following manner;

- During the year, the Company allotted 79,16,250 (Seventy-nine Lakh Sixteen Thousand Two Hundred and Fifty) equity shares of ?10 each by way of a Bonus Issue, pursuant to the allotment resolution passed on 08th May, 2024

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report except:

- The Company did come up with Initial Public Offer and had raised INR 41.50 Crore by issuing 47,80,800 Equity Shares. The equity shares of the company got listed on NSE Emerge w.e.f. 01st September 2025.

DEPOSITS FROM PUBLIC

The Company, during the year, has not invited/ accepted any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013, and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

However, during the financial year the Company has borrowed money (ies) from Directors of the Company in pursuant to Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, amended from time to time, and said amount is not being given out of funds acquired by him/them by borrowing or accepting loans or deposits from others.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 ("the Act") form part of the Notes to the financial statements provided in this Integrated Annual Report.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the Company's business operations during the financial year ended 31st March, 2025.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as follows:

Conservation of energy-

Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings. Energy costs comprise a very small part of the Company’s total cost of operations. However, as a part of the Company’s conservation of energy programme, the management has appealed to all the employees / workers to conserve energy.

Technology absorption-

i. The efforts made towards technology absorption: During the year, the company did not undertake any significant efforts towards the absorption of new technology. While the company remains committed to exploring and

integrating innovative technologies in the future, no initiatives in this regard were implemented in the current reporting period. Our focus during the year remained on optimizing existing processes and maintaining product quality.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution; During the year, our company, has realized several operational benefits despite no specific initiatives in technology absorption. While no new technology has been adopted, our existing R&D efforts have focused on enhancing existing product lines, catering to evolving consumer preferences, and exploring niche markets within the corn industry.

iii. In case of imported technology- The Company has not imported any technology during the year;

iv. The expenditure incurred on Research and Development. The Company has not expended any expenditure towards Research and Development during the year.

Foreign exchange earnings and Outgo-

DIRECTORS AND KEY MANAGERIAL PERSONNEL:> RETIREMENT BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Hanuman Prasad Agarwal, NonExecutive Director & Chairman is liable to retire by rotation and is eligible to offer himself for re-appointment. Accordingly, appointment of Mr. Hanuman Prasad Agarwal is proposed as director retirement by rotation in the 28 ^th AGM of the Company.

> CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year under review, there was no change in the Board of Directors and Key Managerial Personnel of the Company, except for the appointment of Mr. Niraj Jindal (DIN: 09511808) as an Additional Non-Executive Independent Director on March 10, 2025.

> DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors, confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013, along with the rules framed thereunder, and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors are familiarized with their roles, rights, and responsibilities, as well as with the nature of the industry and business model, through an induction program at the time of their appointment as Director Additionally, they are kept informed through presentations on the economy and industry overview, key regulatory developments, strategy, and performance, which are made to the Directors from time to time.

> DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby

confirm that:

a) In The Preparation of The Annual Accounts, 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 at the end of the financial year and of the profit and loss of the company for that period;

c) The directors had 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) 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 were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

> BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise was carried out through a structured evaluation process covering the various aspects of the Board’s functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the evaluation of chairperson and the non-independent Directors were carried out by the independent Director.

COMMITTEES OF THE BOARD

Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has four (4) Committees viz., Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholder Relationship Committee to investigate various aspects for which they have been constituted. The Board fixes the terms of reference of Committees and delegate powers from time to time.

AUDIT COMMITTEE

The Audit Committee comprises of non-executive Independent Director and Non-Executive Director as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2024-25, Seven (7) meetings of audit committee held on 06-04-2024, 29-07-2024, 1608-2024, 22-08-2025, 27-08-2024, 07-02-2025 and 08-02-2025.

RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Independent Directors and Non-executive Director as its member The Chairman of the Committee is an Independent Director.

During the Financial year 2024-25, One (1) meeting of the Nomination and Remuneration Committee were held on 15-02-2025.

STAKEHOLDER RELATIONSHIP COMMITTEE

The stakeholder relationship committee comprises Non-executive Director, and Two Independent Director as its member The Chairman of the Committee is a Non-Executive Director.

During the Financial year 2024-25, One (1) meeting of Stakeholder Relationship Committee was held on 19-032025.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility committee comprises Non-Executive Director and two Independent Director as its member The Chairman of the Committee is Independent Director.

During the Financial year 2024-25, One (1) meeting of Corporate Social Responsibility Committee were held on 19-03-2025.

ANNUAL RETURN

Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at https://classicelectrodes.com/

STATUTORY AUDITORS’ AND AUDITORS’ REPORT

The Auditor, M/s. KPMR & ASSOCIATES., Chartered Accountants, (FRN: 002504N) were appointed as Statutory Auditor of the Company to hold office from the 27^th AGM to the 31^st AGM of the company for a term of five years in terms of the first proviso to Section 139 of the Companies Act, 2013.

Further the observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

There are no qualifications or adverse remarks in the Auditor’s Report.

INTERNAL AUDITOR

The provisions relating to the appointment of an Internal Auditor under Section 138 of the Companies Act, 2013 are not applicable to the Company.

COST AUDITOR

M/s. Sohan Lal Jalan & Associates., Cost Accountants (FRN: 000521) were appointed as Cost Auditors to carry out the audit of cost records of the Company for the financial year ending March 31, 2025.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the provisions of secretarial audit were not applicable to the Company for the F.Y. 2024-25. Further Company has appointed M/s. RSG & Associates & Associates, Practicing Company Secretaries, Howrah, effective from 5 ^th September, 2025; to undertake the Secretarial Audit of the Company for the F.Y. 2025-26.

INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

PARTICULARS OF EMPLOYEES

During the year under review, the Company is not listed. Therefore, the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of operations. The organization is appropriately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function reports to the Audit Committee. Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with Generally Accepted Accounting Principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

EMPLOYEES’ STOCK OPTION PLAN

The Company has not provided stock options to any employee during the period.

RISK MANAGEMENT POLICY

Risk Management is an integral part of the Company’s business strategy. The Company governs the risk management process through Risk Management Framework which is overseen by the Audit Committee and Board. The Risk Management Framework covers integrated risk management mainly comprising of strategic risks, financial risks, operational risks, reputation risks, investment risks, people risk, Legal and Regulatory Risks, Compliance risks and other risks. The Board of Directors of the Company have designed Risk Management Policy and guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company’s businesses and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions.

RELATED PARTY TRANSACTIONS

During the year under review, the Company did not enter into any contracts, arrangements, or transactions with related parties that fall within the scope of Section 188 of the Companies Act, 2013. Accordingly, the disclosure requirements under Section 188 are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY:

In compliance with the provisions of section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted Corporate Social Responsibility Policy. In order to implement CSR Policy, the Company has constituted CSR Committee. The brief outline of the Corporate Social

Responsibility (CSR) Policy of the Company, Constitution Committee, the initiatives undertaken by the Company on CSR activities during the year and other disclosures are set out in Annexure-I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company has transferred the unspent CSR amount of INR 12.75 lakhs, as on April 30, 2025, to the ‘Unspent Corporate Social Responsibility Account’. However This amount pertains to a project other than an ongoing project as your board of directors was not able to find any good prospect for the CSR activity. In accordance with the Companies Act, 2013, the unspent amount will be transferred to the funds specified in Schedule VII of the Companies Act, 2013 on or before September 30, 2025 i.e. within six months of the commencement of the subsequent financial year.

> POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION

Your Company has adopted the policy on Materiality of Related Party Transaction to set out the dealing with the transaction between the Company and its related parties. The Policy on Materiality of Related Party Transaction has been available on the website of the Company https://classicelectrodes.com/policies/

> DIVIDEND DISTRIBUTION POLICY

Pursuant to the provisions of the applicable Regulations, the requirement of formulating and disclosing a Dividend Distribution Policy is not applicable to the Company.

> BUSINESS RISK MANAGEMENT

The Company has taken various steps in connection with the implementation of Risk Management measures in terms of provisions contained in the Companies Act, 2013, after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by Board from time to time. Key risks identified are methodically addressed through mitigating actions on a continuing basis. The policy of risk management is made available on the website of the company at https://classicelectrodes.com/wp-content/uploads/2024/05/RISK-MANAGEMENT-POLICY001.pdf

> VIGIL MECHANISM/WHISTLE BLOWER MECHANISM

In accordance with the provisions of Section 177(9) of the Companies Act, 2013, the Company has established vigil mechanism by adopting a Whistle Blower Policy for the Directors and employees to report genuine concerns or grievances. The administration of the vigil mechanism is ensured through the Audit Committee. The Policy may be accessed on the Company’s website at the link. https://classicelectrodes.com/wp-content/uploads/2024/05/WHISTLE-BLOWER-POLICY 001.pdf

This Policy inter-alia provides a direct access to the Chairman of the Audit Committee and affirms that no Director/employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

> POLICY ON DETERMINATION AND DISCLOSURE OF MATERIALITY OF EVENTS AND INFORMATION

Your Company has adopted a Policy on Determination and Disclosure of Materiality of Events and Information. The Policy on Determination and Disclosure of Materiality of Events and Information has been available on the website of the Company at https://classicelectrodes.com/wp-content/uploads/2024/05/POLICY-ON -DETERMINATION-OF-MATERIALITY 001.pdf

SECRETARIAL STANDARD

Your directors’ states that they have devised proper systems to ensure compliance with the Secretarial Standards and that such system are adequate and operating effectively.

OTHER REGULATORY REQUIREMENT

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Company’s operations in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition, and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has constituted committee (known as the Prevention of Sexual Harassment (POSH) Committee) under the sexual harassment of women at workplace (prevention, prohibition, and Redressal) Act, 2013 and complied with the provisions of the same.

DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There were no applications which are made by or against the company under The Insolvency and Bankruptcy Code, 2016 during the year.

SIGNIFICANT AND MATERIAL LITIGATIONS AND ORDER

During the year, there were no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

ACKNOWLEDGEMENT

Your directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. members, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.