Cenlub Industries Ltd Directors Report

TO,

The Members,

CENLUB Industries Limited

Your directors present herewith the Thirty Third Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31,2025.

FINANCIAL HIGHLIGHTS (Rs. In Lacs)	Standalone
Particulars	2024-25	2023-24
Revenue from Operations	7337.10	7151.91
Other Income	253.69	124.51
Total Income	7590.79	7276.42
Profit / (Loss) before Depreciation, Finance Cost and Tax	1416.62	1344.40
Less: Depreciation and Amortisation Exp	82.64	83.08
Finance Cost	40.05	40.60
Profit Before Tax(PBT)	1293.93	1220.72
Tax Expenses (Current & Deferred)	399.96	323.53
Profit for the Year	893.97	897.18
Other Comprehensive Income	-21.63	-28.78
Total Comprehensive Income	872.34	868.40

OPERATIONS

During the year under review, the total income of the Company was Rs. 7590.79 Lakhs as compared to Rs.7276.42 Lakhs during the previous year. The Profit after tax for the year was Rs. 872.34 Lakhs as compared to a profit of Rs. 868.40 Lakhs during the previous year.

TRANSFER TO RESERVES

During the year, the Company has not transferred any amount to General Reserve SHARE CAPITAL

The paid -up Equity Share Capital of the Company as on March 31,2025 stood at Rs. 4,66,28,990.

During the year under review, the Company has not issued any shares with the differential voting rights nor granted any stock options or sweet equity. As on March 31,2025 none of the Directors of the Company hold instruments convertible into equity shares of the Company

EVENTS OCCURING AFTER THE BALANCE SHEET DATE

No material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

DIVIDEND

Due to amount already borrowed by the company, there Is the commitment towards repayments to the leading Banks.The company proposed to repay its debts and proceeds in the direction to become debt free. Due to limited resources available with the company and need to conserve the available resources for the future growth of the company and to repay its existing debts, Board of Directors feels appropriate not to recommend any dividend for the Financial Year 2024-2025.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

Pursuant to the provisions of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended from time-to*time, the declared dividends, which remained unpaid or unclaimed for a period of 7 (seven) years and shares in relation to such unpaid / unclaimed dividend shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Accordingly, during the year, there was no amount of dividend which remains unpaid or unclaimed for a period of 7 (seven) years from the date they became due for payment along with the shares thereof, to IEPF. The shareholders have an option to claim their shares and / or amount of dividend transferred to IEPF, if any. No claim shall be entertained against the Company for the amounts and shares so transferred during the years.

The details of the nodal officer appointed by the company under the provisions of IEPF is available on the Companys website at http://cenlub.in/investor/company-details.pdf.

The investors may claim their unpaid dividend and the shares from the IEPF Authority by applying in the Form IEPF-5 and complying with the requirements as prescribed.

The list of equity shareholders whose shares are transferred to IEPF can be accessed on the website of the Company at the link http://cenlub.in/investor-relations// # 1706598283645-736ebbaa-9Idb

DIRECTORS AND KEY MANAGERIAL PERSONNEL

An active and informed Board Is a pre-requisite for strong andeffective corporate governance. The Board plays a crucial rolein overseeing how the management safeguards the interests ofall the stakeholders. The Board ensures that the Company hasclear goals aligned with the shareholders value and growth. TheBoard is duly supported by the Chairman, Managing Director,and Senior Management Team in ensuring effective functioningof the Company.

As on 31st March 2025, the Board is comprised of 6 (six)Directors, out of which 1 (one) is Managing Director,2 (two) are Whole Time Director and 3 (three) are Non-Executive Independent Directors.

Further, during Financial Year 2024-25 and till the date of this report,following changes occurred in Directorship and Key ManagerialPersonnel positions of the Company:

Changes in directors and Key Managerial Personnel

Directors Appointment

Upon the recommendation of Nomination and Remuneration Committee, Mr. Ansh Mittal was Re-Appointed as Whole Time Director of the Company pursuant to Section 196 of the Companies Act, 2013 and other applicable provisions (including any statutory modification(s) or reenactment thereof) if any, of the Companies Act, 2013 w.e.f. IstMay, 2025.

Upon the recommendation of Nomination and Remuneration Committee, Mr. Aman Mittal was Re-Appointed as Whole Time Director of the Company pursuant to Section 196 of the Companies Act, 2013 and other applicable provisions (including any statutory modification(s) or reenactment thereof) if any, of the Companies Act, 2013 w.e.f. 1st August, 2025.

Mr.Aalok Sharma was appointed as an Additional / Independent Director of the Company pursuant to section 161 of the Companies Act, 2013 and other applicable provisions (including any statutory modification(s) or reenactment thereof) if any, of the Companies Act, 2013 by the Board of Directors w.e.f. 12th August, 2025.

Pursuant to the provisions of Section 149 of the Act, Mr.Aalok Sharma havesubmitted the declaration that they meet the criteria of independence as provided in Section 149(6) of the Art along with Rules framed thereunder and Regulation I6(l)(b) of the SEBI Listing Regulations and alsocomplied with the Code for Independent Directors prescribed in Schedule IV to the Art.

A resolution seeking shareholders approval for the appointment of Mr.Aalok Sharma, forms part of the Notice of Ensuing Annual General Meeting.

Upon the recommendation of Nomination and Remuneration Committee, Smt. Madhu Mittal was Re-Appointed as Managing Director of the Company pursuant to Section 196 of the Companies Art, 2013 and other applicable provisions (Including any statutory modiflcation(s) or re-enactment thereof) If any, of the Companies Art, 2013 w.e.f. 1st July, 2024.

Mr. Kamlesh Kumar Johari was appointed as an Additional / Independent Director of the Company pursuant to section 161 of the Companies Act, 2013 and other applicable provisions (including any statutory modification(s) or reenactment thereof) if any, of the Companies Act, 2013 by the Board of Directors w.e.f. 28th June, 2024.

Pursuant to the provisions of Section 149 of the Art, Mr. Kamlesh Kumar Johari have submitted the declaration that they meet the critena of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of the SEBI Listing Regulations and also complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

Mr. Kamlesh Kumar Johari who has been appointed as Additional Director w.e.f. 28th June 2024 was appointed as Independent Director in the last Annual General Meeting held on 24th September 2024.

Brief profile of the Directors proposed to be appointed / re-appointed as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard -11 (General Meeting), are part of the Notice convening the Annual General Meeting.

Resignation/Retirement of Directors

Mr. Tarun Kumar Gupta, Independent Director of the Company has resigned from the Directorship of the Company w.e.f. 12.08.2025.

Mrs. Santosh Varma, Independent Director of the Company has resigned from the Directorship of the Company w.e.f. 28.06.2024.

All Independent Directors of the Company have confirmed that they have already registered theirnames with the data bank maintained by the Indian Institute of Corporate Affairs [TICA] as prescribed by the Ministry of Corporate Affairs under the relevant Rules, and that they would give the online proficiency self-assessment test conducted by IICA which is prescribed under the relevant Rules, if applicable.

All Directors and senior management personnel have confirmed compliance with the Code of Conduct for Directors and Senior Management personnel.

The relevant details of the Directors and their attendance at Board and Committee meetings are given in the Corporate Governance Report attached herewith.

KEY MANAGERIAL PERSONNEL (KMP)

Key Managerial Personnel

The details of Key Managerial Personnel as on March 31,2025 are as below:

Sr. No.	Name	Designation
1.	Smt. Madhu Mittal	Chairman & Managing Director
2.	Mr. Aman Mittal	Whole Time Director
3.	Mr. Ansh Mittal	Chief Financial Officer /Whole Time Director
4.	Mr. Ankur Goyal	Company Secretary and Compliance Officer

The Composition of Board of Directors of the Company and attendance at the Board meetings is as follows:

Name of the Director	Category	No. of Board Meetings attended during F.Y 2024-25
Mrs. Madhu Mittal	Managing Director	5
Mr. Aman Mittal	Whole Time Director	5
Mr. Ansh Mittal	Whole Time Director	5
Mr. Dinesh Kaushal	Independent Director	4
Mr. Tarun kumar Gupta	Independent Director	5
Mr. Kamlesh Kumar Johari	Independent Director	4
Mr. Santosh Varma	Independent Director	2

SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary, joint venture or associate companies. Therefore, Form AOC-1 is not required to be annexed with this Report.

PUBLIC DEPOSITS

During the year under review, Your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Pursuant to the SEB1 (LODR) Regulations, 2015 a separate section on Management Discussion & Analysis is forming part of this Report.. MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the SEBT (LODR) Regulations, 2015 a separate section on Management Discussion & Analysis is forming part of this Report. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015, and amendments thereof, the provisions relating to Corporate Governance Report with Auditors Certificate thereon are attached here to and forms part of this Report.

CORPORATE SOCIAL RESONSIBILITY (CSR)

The Company has been carrying out various Corporate Social Responsibility (CSR) activities. These activities are carried out In terms of Section 135 read with Schedule VII of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time-to-time.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure A of this report in the format prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms a part of this report. BOARD COMMITTEES

The Board has constituted various committees consisting of Executive and Non-Executive Directors of the Company to ensure good corporate governance and in compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Currently, the Board has Three committees, viz.

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Details of all the Committees along with their composition, terms of reference and other details are provided in the report on Corporate Governance.

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

The details of the number of meetings of the Board and Board Committees held during the financialyear 2024*25 forms part of the Corporate Governance Report.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been In force. The policy was approved on February 13, 2015. This Policy inter alia provides a direct access to a Whistle Blower to the Chairman of Audit Committee on his dedicated email-ID: mvestors@cenlub.in. The Whistle Blower Policy covering all employees and directors is hosted on the Companys website at URL - https://cenlub.in/investor/cil-v/histle-blower-policy.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, your Directors make the following statement:

that in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

il. that the Directors have selected such accounting policies & applied them consistently & made judgments & estimates, that are reasonable & 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 March 31, 2025 and of the profit of the Company for that penod;

lii. that the Directors 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 & other irregularities;

that the Directors have prepared the annual accounts on a going concern basis;

that 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

that the directors have devised proper systems to ensure compliance with provisions of all applicable laws & that such systems were adequate & operating effectively.

ANNUAL RETURN

As required under Section 92(3) read with Section 134(3)(a) of the Companies Act 2013, the Annual Return of the Company for the Financial Year ended March 31, 2025 will be uploaded on the website of the Company on weblink http://cenlub.in/investor/annual-retum-2025.pdf after the said Return is Filed with the Registrar of Companies, Delhi and Haryana within the statutory timelines.

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

As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relaong to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure B to this Report.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and the criteria for performance evaluation as laid down by Nomination and Remuneration Committee has been defined in the Nomination and Remuneration Policy. The said policy is available on its website at www.cenlub.in.

Details pertaining to Section 197(12) of the Act read with rules framed their under forms part of this report as Annexure C.

The details of employees in terms of Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

However, In terms of Section 136 of the Act, the Annual Report is being sent to the members and others entitled thereto. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company at investors@cenlub.in.

AUDITORS

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies the Act, 2013 (the Act) and the Rules framed there under, the Shareholders of the Company at the 30th Annual General Meeting (AGM) held on September 20, 2022, approved the appointment of M/s. Smgla Tayal & Co., Chartered Accountants (Registration NO.000882N) as the Statutory Auditors of the Company to hold office for a period of 5 (five) consecutive years till the conclusion of 35* AGM of the Company.

SECRETARIAL AUDIT REPORT & SECRETARIAL COMPLIANCE REPORT

As per requirement of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mrs. Apoorva Singh, Company Secretary as the Secretarial Auditor for financial year 2024-25, whose Secretarial Audit Report in Form MR-3 as Annexure-Dl dated August 12, 2025 is attached separately to this Report. Further, pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Compliance Report dated May 28,2025, in the prescribed format, is also attached to this Report as Annexure-D2. The aforesaid Reports are self-explanatory, and do not call for any further explanation.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretanal Auditor have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, Guarantees & Investments covered under Section 186 of the Act has been given in Notes to Financial Statements forming part of this Annual Report

RISK MANAGEMENT

The Company has a robust risk management framework to identify and mitigate nsks arising out of internal as well as external factors. The Companys risk management processes focus on ensuring that these risks are identified on a timely basis and addressed. The Company has a policy on Risk Management, which is accessible on the Company website:http://cenlub.in/investor/cil-nsk-management-policy. 1.2pdf

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to the Financial Statements are commensurate with the size and nature of business by virtue of internal audit of the Company. Internal Audits are periodically conducted by an external firm of Chartered Accountants who monitor and evaluate the efficiency and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Board also takes review of internal audit functioning and accounting systems, in order to take suitable corrective actions in case of any deviations.

During the year, such controls were tested by the Statutory Auditors and no material weakness in control design of operations were observed by them.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements entered into by and between the Company with Related Parties are on arms length basis and in the ordinary course of business.

Pursuant to Section 134 of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of transactions with related parties are provided in disclosures as per Ind AS 24 have been provided in Note No .38to the financial statements.

POLICY ON RELATED PARTY TRANSACTIONS OF THE COMPANY

The revised policy on Related Party Transactions can be accessed at https://cenlub.in/investor/policy-on-matenality-of-related-party- transactions-and-dealing-with-related-party-transactions-l-2.pdf

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

The Company has in place a Sexual Harassment Prevention Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

The Committee was reconstituted during the year 2024-2025 with the following members:

Presiding Officer - Ms.Swati Mittal

Member - Mr. Ajay Kumar Kaushik-Nodal Officer- Faridabad

Member-Ms.Chaithra B N - Nodal Officer- Bangalore

Member -Mr. Sathyanarayana S

Member - Ms. Aashu

External Member - Mr.Sanjeev Agarwal, Chartered Accountant

All employees are covered under the said Policy. Following is a summary of sexual harassment complaints received and disposed of during the year:

Number of Complaints of sexual harassment in the beginning of the year: Nil

Number of complaints of sexual harassment received: Nil

Number of complaints disposed off: Nil

Number of cases pending for more than ninety days: Nil

Obligation of the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Companys goal has always been to create an open and safe workplace for every employee to feel empowered,Irrespectiveof gender, sexual preferences, and other factors. Your Company has zero tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules made thereunder. All women associated (permanent, temporary, contractual and trainees) as well as any women visiting the Companys office premises or women service providers are covered under the POSH Act.

Your Company has gone beyond the Intention of the law and has made this policy gender-neutral. Your Company follows this practice as a part of equal employment opportunity including gender equality.

Your Company has constituted an Internal Complaints Committee (ICC) in all the units of the Company to consider and resolve all sexual harassment complaints reported. The ICC has been constituted as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the committee includes external members from NGOs or with relevant experience. During the year, no complaints were received by the ICC of the Company. During the year, the ICC of the Company did not receive any complaints during the financial year ended March 31,2025.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of the familiarization program for Independent Directors is accessible on the Company website at https://cenlub.in/investor/familiarization-programme-march-2023.pdf

SECRETARIAL STANDARDS

The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings of the Board of Directors (SS- i), Secretarial Standard on General Meetings (SS—2), Secretarial Standard on Dividend (SS-3) and Secretarial Standard on Report of the Board of Directors (SS-4). The Company complies with Secretarial Standards and guidelines issued by the Institute of Company Secretaries of India (ICSI).

OTHER STATUTORY DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following matters asthere were no transactions during the year under review:

There has been no change in the nature of business of the Company

Issue of equity shares with differential rights as to dividend, voting or otherwise

Issue of employee stock options or sweat equity shares

There is no application made or proceeding pending under the Insolvency and Bankruptcy Code,2016

There was no instance of onetime settlement with any Bank or Financial Institution

Your Company is not identified as a Large Corporate as per the framework provided In SEBICircular No. SEBI/HO/DDRS/CIR/P/2018/144 dated 26 November 2018, and your Company has not raised any funds by issuance of debt securities.

GENERAL

The provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressa!) Act, 2013 was not applicable to the Company during the year under review.

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

In terms of provisions of Section 148 of the Act read with Rule 3 of Companies (Cost Record and Audit) Rules, 2014, the Company is not required to maintain the cost records for the Financial Year 2024-25

The company has complied with the provisions of The Maternity Benefit Act, 1961 during the year 2024-2025.

REGISTRAR AND SHARE TRANSFER AGENT

Shareholders may contact Registrar and Share Transfer Agent of the Company at the following address:

ACKNOWLEDGEMENTS

The Directors take this opportunity to thank their Customers, Bankers, Vendors, Associates, Employees, Aviation authorides, Government and regulatory authorities and all other stakeholders for their valuable and constant support. The Directors also express their deep appreciation to all the employees for their hard work, dedication and Commitment.

	For and on behalf of the Board of Directors
Place: Faridabad Date : August 12, 2025	Madhu Mittal Chairperson and Managing Director DIN: 00006418
Registered Office:
233-234, Sector-58,
Faridabad -121006
CIN - L67120HR1992PLC035087