CCL International Ltd Directors Report

To, The Members,

CCL INTERNATIONAL LIMITED

Your Directors have the pleasure in presenting the 34^th Annual Report together with Audited Financial Statement of the Company for the Financial Year ended 31^st March 2025.

1. FINANCIAL RESULTS:

The Audited Financial performance of your Company for the year ended March 31, 2025 is summarized below: (Rs. In Lac)

Particulars	Standalone
	Current Year	Previous Year
	31.03.2025	31.03.2024
Revenue from operations	4582.25	3570.11
Other Income	58.73	106.75
Total Revenue	4640.98	3676.86
Profit for the year after meeting all expenses (before Depreciation , Interest & Tax)	510.14	571.85
Less:
Interest	149.02	189.10
Depreciation & Amortization	267.92	284.85
Profit before share of Profit from Investment in Associates Companies	93.19	97.90
Share of Profit/Loss from Associates companies	-	-
Provisions
- Provision for Taxation	0.00	-0.51
- Provision for Current year Deferred Tax Liability	21.60	-48.23
Profit after Tax	71.59	146.64
Appropriations
- Profit Brought Forward from Previous Year	1464.59	1317.95
- Other Income-INDAS
- Adjustment for Share of Post-acquisition accumulated	0.00	0.00
Profits/Reserves	0.00	0.00
- Income Tax for earlier year on profit of Partnership Firm	0.00	0.00
Profit Carried to Balance Sheet	1536.19	1464.59

2. COMPANY PERFORMANCE:

The turnover for the Financial Year 2024-25 is Rs. 4582.25 Lacs which is increased by 28.35% over last year (Rs. 3570.11 Lacs in Financial year 2023-24). However, there is a decrease in the net profitability of the company as compare to the last year.

Due to competitive pressure infrastructure development in India has been going through a very difficult phase over the last few years, affecting the overall performance. Consequently, players in the construction space, especially those in business of Road construction & building large infrastructure for the state and central governments, had to face severe financial, operational and regulatory challenges, such as very tight liquidity conditions, serious stress on cash flows, as well as sundry issues brought up in the ambit of environment and social displacement.

Our focus area continues to be the execution of civil engineering projects with specialization on road & bridge. Further your Company had been successful in bagging various contracts for execution of Infrastructure Projects. Apart from above, the Company expects substantial increase in the order book position.

Your Directors along with the entire management team is taking all possible action to ensure that we are able to sustain our financial growth and business operational developments in spite of all adverse external conditions & competition.

3. BUSINESS OPERATIONS:

As you are already aware, your company introduced a German Technology i.e. EvocreteRST used in various regions in conducting its road construction activities and working with it from the past 13 years which has impact on the goodwill and profitability of the company. Since using this technology, the Company has bagged various infrastructure development projects (for construction of roads & highways) operational in many parts of the country which are based on the same German Technology Evocrete! CCL has brilliantly used its management skills and expanded its reach to different region of the country.

Product: “EvoCrete” is a unique formulation which provides for modification of soil making it appropriate for road construction. It is used for complete solidification of any soil type which has zero or negligible aggregates. Under this technology a mechanized recycler or as also called a soil stabilizer is used for integrating an additive to the soil. Even a Ready Mix Cement plant tested & tried on more than 5.0 Million Sq. Meters world over is being used as per road or pavement design leading to best in class ready to use traffic roads. In brief we can say that the German Technology provides for a soil stabilization technique which binds the soil with adequate quantity of cement and water ensuing in development of solid concrete slab.

EvoCreteRis the latest generation evolved soil & Concrete modifiers for infrastructure industry are most trusted world over to bring speed, strength & life. Remarkable Additives helps in cost & engineering designs. Technology i.e. specialized for infra projects, evolved to construct roads, highways, canals, railways etc. at most cost effective & efficient manner. We would also like to share the areas where we use the material named EvoCrete. A list of which is shown on the following page

EVOCRETE - AREAS OF USES

Road and Motorway Construction

Harbor Premises and Wharfages

Cycle Paths, Forest Paths and Agricultural Roads

Replacement of Depth Foundation

Railway Tracks

Rural or Village roads

Landfill Sites

Slope Reinforcements, Grouting

River Embankment Stabilization

Biogas Plants

Tunnel and Sewage System Construction

Logistics Centre

Parking, Container Storage Points

General Foundations

Dam Enforcements

Access Routes for Oil, Gas, Steel and Wood Industries

During the year under review, the company has successfully demonstrated strong value addition in the infrastructure sector. Further, company is efficiently focus on completing on-going construction works in an efficient manner and also started working aggressively on procuring/participating various new and innovative technology-oriented projects in the field of Infrastructure Segment.

To march on a higher growth route, Our Company is competing for more new projects in domestic country and further increase turnover from existing & executed Projects. Securing new projects assumes importance in the wake of better profit margins. Our Company as a group offers the vast spectrum of infrastructure services in the areas of Construction of bridges, Construction of roads, and Construction of highways. During the year under review, the Company stepped in contracts with various other organizations like Border Road

Organization, National Highways Authority of India, Government of Assam, PWD Department Government of Meghalaya and for executing its ongoing projects which would surely enhance the growth, goodwill and public reputation of your company and would prove out to be more profitable in the coming months. The Directors and the management placed on record the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. Other factors which contributed for smooth performance of companys operational activities can be noted to be better price realization, richer product mix, and effective & efficient work efforts.

4. MATERIAL CHANGES IN BUSINESS OPERATIONS:

There are no material changes occurred between the financial year ended on 31st March, 2025 and the date of the report of the Company which affect the financial position of the Company.

5. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of the Company during the year ended on 31^st March, 2025.

7. TRANSFER TO RESERVE

During the year under review, the Board does not propose to transfer any amount to general reserve.

8. DIVIDEND

No dividend is recommended for the financial year 2024-25.

9. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no amount was transferred to Investor Education and Protection Fund.

10. TRANSFER OF UNCLAIMED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no shares were transferred to Investor Education and Protection Fund.

11. CAPITAL STRUCTURE

The Authorized share capital of the company stands is Rs 33,00,00,000/- (Rupees Thirty Three Crore only) divided into 3,30,00,000 (Three Crore Thirty Lacs) Equity Shares of Rs 10/- each.

During the Financial year, the Issued, Subscribed and Paid up Share Capital of the Company is Rs. 19,19,26,000/-(Rupees Nineteen Crore Nineteen Lacs Twenty Six Thousand only) divided into 1,91,92,600 (One Crore Ninety One Lac Ninety Two Thousand and Six Hundred only) Equity Shares of Rs 10/- each, fully paid-up. During the financial year 2024-25, our Company has neither issued equity shares with differential rights as to dividends, voting or otherwise nor has issued Sweat Equity shares. Our Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme.

12. NUMBER OF MEETING OF BOARD OF DIRECTORS

Pursuant to Companies Act, 2013 and the Rules framed there under, 07 (Seven) Board Meetings were held in the financial year 2024-25. The details of the meeting are disclosed in the Corporate Governance Report forming part of this Annual Report.

The periodicity between the 2 (Two) Board Meetings was within the maximum time gap as prescribed in the Act & Listing Regulations.

13. COMPOSITION OF COMMITTEES

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Sections 177 (8) of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015. The composition, attendance, powers and role of Audit Committee is disclosed in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

The Audit Committee comprises of two independent directors namely Mr. Tarun Kumar Gupta (Chairperson), Ms. Deepanshi Rajput and an executive director namely Mr. Akash Gupta as other members.

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors constituted a Nomination and Remuneration Committee comprising three Non-Executive Independent Directors namely Ms. Deepanshi Rajput (Chairman), Mr. Tarun Kumar Gupta and Mr.

Rajni Kant Gupta as other members. The function of the Nomination and Remuneration Committee include recommendation of appointment of Whole Time Directors / Managing Director/ Joint Managing Director and recommendation to the Board of their remuneration.

A Nomination and remuneration committee has been constituted under section 178 of the Companies Act, 2013 for formulization of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board, a policy relating to the remuneration for the directors, key managerial personnel and other senior management personnel.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of Directors constituted a Stakeholder Relationship Committee comprising three Non-Executive Independent Directors namely Mr. Rajni Kant Gupta (Chairman), Ms. Deepanshi Rajput and Mr. Tarun Kumar Gupta as other members. The Stakeholder Relationship Committee inter alia, oversees and reviews all matters connected with the investor services in connection with applications received and shares allotted in the Initial Public Offer, status of refund amount, conversion of partly paid shares into fully paid shares, rematerialisation and dematerialization of shares and transfer of shares of the Company. However, there is no instance occurred during the year.

The committee oversees performance of the Registrar and Transfer Agent of the Company and recommends measures for overall improvement in the quality of investor services.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There was no transaction falling under the provision of Section 186 of the Companies Act, 2013 during the financial year under review.

15. DEPOSITS

Your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such no principal or interest was outstanding as on the date of the Balance sheet. The company has not taken any loans from Directors.

16. ADEQUACY OF INTERNAL CONTROL SYSTEM

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

The Audit Committee constituted by the Board reviews the adequacy of Internal Control System. The Internal Auditors Report dealing with the internal control system is considered by the Audit Committee and appropriate actions are taken wherever deemed necessary.

17. RISK MANAGEMENT POLICY

The Company has in place the Risk Management Policy to identify and assess the key risk areas and monitor the same.

The Board periodically reviews the risks and suggests steps to be taken to control the risks.

18. INSURANCE

The Companys properties including building, plant and machinery, stocks, stores, etc., have been adequately insured against major risks like fire, earthquake, terrorism and burglary etc.

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

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are as follows:

Conservation of Energy & Technology Absorption:

The Company does not have any manufacturing facility, the other particulars required to be provided in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable. Nevertheless, during the period the Company continued its endeavor to conserve energy through various modes. Energy conservation continues to be a focus area for the Company. Energy conservation measures are meticulously followed and conform to the highest standards.

Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings and Outgo:		(Rs. In Cr.)
	2024-25	2023-24
a) Foreign Exchange earnings	0.00	0.00
b) Foreign Exchange outgo	0.96	0.01

20. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATES

During the year under review, the Company does not have any subsidiary companies but has a Partnership Firm which is engaged in the business of construction of roads and highways. A statement containing salient features of the financial statements of the Companys associates in Form AOC-1 is appended to this Report as Annexure B.

Sl. No. Name of Firm	% of holding
1. KPM-CCL- JV	50.00%

The partnership firm is engaged in the construction of Roads and Highways in the state in Uttarakhand.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR provisions were not applicable on the company during the year under review.

22. DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Akash Gupta, Managing Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered she for re-appointment.

There are 5 Directors in the existing Board.

S. No Name	Designation(s)
1. Mr. Akash Gupta	Managing Director cum Chairperson
2. Mr. Rama Gupta	Whole Time Director
3. Mr. Tarun Kumar Gupta	Independent Director
4. Mr. Rajni Kant Gupta	Independent Director
5. Ms. Deepanshi Rajput	Independent Women Director

23. KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, the Company has following Key Managerial Personnel as per the definition of Section 2(51) read with Section 203 of the Companies Act 2013.

S. No Name	Designation(s)
1. Mr. Akash Gupta	Managing Director cum Chairperson
2. Mr. Rama Gupta	Whole Time Director
3. Mr. Pradeep Kumar	Company Secretary and Compliance officer

24. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an independent Director under provisions of Section 149 read with schedule IV of the Companies Act, 2013, along with declaration for compliance with clause 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board confirms that the independent directors meet the criteria as laid down under the Companies Act, 2013.

25. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(3) of Listing Regulations and Section 149 read with Schedule IV of the Act, a Meeting of the Independent Directors was convened on May 30, 2025 without the participation of the Executive Directors or Management Personnel. A separate meeting of the independent director of the Company was held on 30th May, 2024 to discuss the agenda items as prescribed under the applicable laws. The meeting was attended by all the Independent Directors of the Company.

26. PREVENTION OF INSIDER TRADING:

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 Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

27. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material order passed by the regulator or court or tribunal impacting the going concern status and its future operations of the company.

28. VIGIL MECHANISM POLICY

The Company has established a “Vigil Mechanism” for its employees and directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation of the Companys code of conduct. To this effect the Board has adopted a “Whistle Blower Policy” which is overseen by the Audit Committee. The policy provides safeguards against victimization of the whistle blower. Employees and other stakeholders have direct access to the Chairman of the Audit Committee for lodging concern if any, for review. The details of such policy are available on the website of the Company.

During the Financial Year 2024-25, there were no complaints received under the mechanism. You may access the policy https://www.cclil.com/PDF/Code-and-Policies/1.%20Website%20Archival%20Policy.pdf

29. RISK MANAGEMENT

Details of development and implementation of Risk Management policy is mentioned in Corporate Governance Report.

30. REMUNERATION POLICY

The Nomination and Remuneration (‘NR) Committee of the Company has formulated a policy for Directors, KMPs and other SMPs. They have also developed the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

The detail has been mentioned in Corporate Governance Report forming Part of the Annual Report. The said is available on website of the Company http://www.cclil.com Other details are given in Corporate Governance Report

31. PERFORMANCE EVALUATION

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established etc, which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairperson. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The evaluation of Independent Directors was carried out by the Board.

The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

The framework includes the evaluation of directors on various parameters such as: Board dynamics and relationships Information flows Decision-making Relationship with stakeholders Company performance and strategy Tracking Board and committees effectiveness Peer evaluation

In compliance with the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board has carried out an evaluation of its own performance, Committees and performance of individual Directors during the period under review. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. Schedule IV of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation involves Self-Evaluation by the Board Members and subsequent assessment by the Board of Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The details of the framework for performance evaluation of Independent Directors, Board, Committees and other individual Directors are placed on the website of the company at the link http://www.cclil.com

In terms of regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company familiarizes the Directors about their role and responsibility at the time of their appointment through a formal letter of appointment. All new independent directors inducted into the Board attend an orientation program. Presentations are regularly made at the meetings of the Board and its various Committees on the relevant subjects.

The details of programmes for familiarization of 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 and related matters are put up on the website of the Company at the https://www.cclil.com/PDF/Code-and-Policies/12.%20Familiarzation%20Programe.pdf

32. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board of Directors has framed a policy which lays down a framework in relation to appointment and remuneration of Directors, key managerial personnel and senior management of the company. This policy also lays down criteria for selection and appointment of Board Members.

33. REPORTING OF FRAUDS

During the year under review, there was no instance of fraud review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder. therefore, no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

34. HUMAN RESOURCES

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. It is important for us that organization culture and organization strategy are well aligned. Over a period we have developed a strong culture of transparency through constant employee communication and have developed strong performance management practices wherein best in class reward and recognition systems are deployed. We have also set up a scalable recruitment and human resources management process which enables us to attract and retain high caliber employees. Our employee partnership ethos reflects the Companys longstanding business principles and drives the Companys overall performance with the prime focus to identify, assess, groom and build leadership potential for future.

35. POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT

The Company believes in providing opportunity and key positions to women professionals. It has been the Endeavour of the Group to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions for them and create and maintain a healthy and conducive work environment free of discrimination.

The Company has constituted Internal Complaints Committee (ICC) known as Prevention of Sexual Harassment (POSH) Committee to enquire into complaints of Sexual Harassment and recommend appropriate action.

During the year under review there were no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

It sis confirmed that the company is in full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

36. RELATED PARTY TRANSACTIONS

Related Party Transaction that were entered into during the financial year was on arms length basis and were in the ordinary course of business which do not fall under the ambit of Section 188 of the Act, 2013.

As per the requirement under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Regulations”), approval of the Audit Committee was received for all the Related Party Transactions. As per the Regulation 23(8) of the SEBI Regulations, the Company has sought approval of shareholders for passing necessary resolutions in accordance with the policy of your company on Materiality of Related Party Transactions. This policy is available on the website of the Company i.e. www.cclil.com.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-C in Form AOC-2 and the same forms part of this report.

37. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-D to the Boards Report.

During the year under report, none of the employees was in receipt of remuneration in excess of the limits prescribed under section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendment thereto.

38. ANNUAL RETURN

Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Companys website at https://www.cclil.com

39. AUDITORS AND AUDITORS REPORT

M/s. Anil Pawan & Co, Chartered Accountants, (Firm Registration No. 006018C) who were appointed as Statutory Auditors of the Company for a term of Five years from the conclusion of the Annual General Meeting held in the year 2024 till the conclusion of the Annual General Meeting to be held in the year 2029 conducted the Statutory Audit. The Independent Auditors Report(s) to the Members of the Company in respect of the Standalone Financial Statements for the Financial Year ended March 31, 2025 form part of this Annual Report and do not contain any qualification(s) or adverse observations.

Further during the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

40. COST AUDITORS

In accordance with Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 the Audit Committee has recommended and the Board of Directors had appointed M/s. Shivam Kansal & Co., Cost Accountants, Ghaziabad, being eligible and having sought re-appointment, as Cost Auditors of the Company, to conduct Audit of cost records of the Company relating to Work Contact for the financial year 2024-25. In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a) (ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the members. Accordingly, necessary resolution is proposed at the ensuing AGM for ratification of the remuneration payable to the Cost Auditors for FY-2024-25.

41. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s Richa Dhamija and Company, Practicing Company Secretary to conduct the Secretarial Audit of your Company for the financial year 2024-25. The Secretarial Audit Report is annexed herewith as Annexure-E to this Report received from Ms. Richa Dhamija, Practicing Company Secretary. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Board of Directors, pursuant to recommendation of the Audit Committee, recommended to shareholders, appointment of Richa Dhamija & Co., Company Secretary in Practice (Membership Number: FCS 9776, CP No. 12099) (Peer review Certificate No. 2849/2022) as the Secretarial Auditor of the Company. If approved by the shareholders, the appointment of Secretarial Auditor shall be for a period of 5 (Five) consecutive years from the conclusion of 34th Annual General Meeting till the conclusion of the 39th Annual General Meeting of the Company.

42. INTERNAL AUDITORS

The Board of Directors based on the recommendation of the Audit Committee has appointed M/s. Nagendra Solanki, Chartered Accountant as the Internal Auditors of your Company and their reports are reviewed by the Audit Committee from time to time.

43. COMPLIANCE WITH SECRETARIAL STANDARDS

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

44. LISTING WITH STOCK EXCHANGE

The equity shares continue to be listed on the BSE Ltd (Bombay Stock Exchange). The Stock Exchange has nationwide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the Country. The Company has paid annual listing fees for the financial year 2024-25 to the BSE Ltd and annual custody fees to National Securities Depository Limited and Central Depository Services (India) Limited.

45. CORPORATE GOVERNANCE

Your Companys Corporate Governance philosophy esteems from the belief that Corporate Governance is a key element in improving efficiency, transparency, accountability and growth as well as enhancing investors confidence.

The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 forms an integral part of this report and the requisite Certificate duly signed confirming compliance with the conditions of Corporate Governance is attached to the report.

46. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a detailed analysis of the Companys performance is discussed in the Management Discussion and Analysis Report, annexed to this report and forms part of this Report.

47. DETAILS OF NODAL OFFICER

Pursuant to Rule 7(2A) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016, and in terms of the notification issued by the Ministry of Corporate Affairs dated October 13, 2017, regarding the nomination of a Nodal officer by every Company remitting of the amount to the Investor Education and Protection Fund (IEPF) Authority for dealing with the claim/refund forms and to co-ordinate with IEPF authority as per the provisions of Section 125(3) of the Companies Act, 2013.

Mr. Akash Gupta, is the nodal officer of the Company for Investor Education and Protection Fund (IEPF) Authority for dealing with the claim/refund forms and to co-ordinate with IEPF authority. Further details of the same will be available on the Companys website www.cclil.com.

48. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have 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 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 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; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

49. GENERAL DISCLOSURES

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: a) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c) Bonus Shares

No Bonus Shares were issued during the year under review.

d) Issue of Shares with Differential Rights

The Company has not issued any Shares with differential rights during the year under review.

e) Issue of Shares under Employee Stock Option Scheme

No such issue of shares under employee stock option scheme was made.

f) Issue of Shares through Private Placement

Nil

g) Disclosure under Insolvency and Bankruptcy Code, 2016

No application has been made under the Insolvency and Bankruptcy Code, 2016. Hence, the requirement to disclose the details of the application made or any proceedings pending under the said Code during the year along with their status as at the end of the financial.

h) Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institutions

The requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

WEBSITE

As per provisions of the Regulation 46 of the SEBI (LODR) REG, 2015 all necessary information as required to be given to the shareholders/stakeholders, is available at www.cclil.com Shareholders/ stakeholders are requested to refer to investor section.

50. ACKNOWLEDGEMENTS

Your directors take this opportunity to offer their sincere thanks and gratitude to:

1. The bankers of the company as well as other Financial Institutions for the financial facilities and support.

2. Business associates, vendors/contractors, shareholders, employees and esteemed clients for their unstinted support and assistance.

The Board also takes this opportunity to express their sincere appreciation of the efforts put in by the employees at all levels for achieving the results and hopes that they would continue their sincere and dedicated endeavors towards achieving better working results during the current year.

By Order of the Board of Director

Place : New Delhi

Dated : 31.08.2025

Sd/-

(Akash Gupta)

Chairman and Managing Director

[DIN 0194081]