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Cenlub Industries Ltd Directors Report

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Nov 3, 2026|04:01:00 PM

Cenlub Industries Ltd Share Price directors Report

To,

The Members,

CENLUB Industries Limited

Your directors present herewith the 34th (Thirty Fourth) Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

The Companys financial performance for the year ended on 31st March 2026 is summarized below

(Rs. In Lacs)

Particulars For the Financial year ended on 31st March 2026 For the Financial year ended on 31st March 2025
Revenue from Operations 7412.89 7337.10
Other Income 265.31 253.69
Total Income 7678.20 7590.79
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) and exceptional items 1135.25 1416.62
Finance cost 54.73 40.05
Depreciation & Amortization expense 100.65 82.64
Profit before tax and exceptional item 979.88 1293.93
Exceptional Item 0 0
Total Tax Expenses 186.74 399.96
Profit After Tax 793.14 893.97
Other Comprehensive Income, net of tax 5.45 (21.63)
Total Comprehensive Income 798.59 872.34
Earnings per Equity share of Rs.10/- Basic (Rs.) 17.01 19.17
Earnings per Equity share of Rs.10/- Diluted (Rs.) 17.01 19.17

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 2025-2026.

FINANCIAL PERFORMANCE

During the year under review, the total income of the Company was Rs. 7678.20 Lakhs as compared to Rs.7590.79Lakhs during the previous year. The Profit after tax for the year was Rs. 798.59 Lakhs as compared to a profit of Rs. 872.34 Lakhs during the previous year.

INDIAN ACCOUNTING STANDARDS ("IND AS") The financial statements for the year ended 31 March, 2026 have been prepared in accordance with the Indian Accounting Standards ("Ind AS") as required under the provisions of Section 133 of the Companies Act, 2013 read with rules made there under, as amended.

MANAGEMENT DISCUSSION AND ANALYSIS A detailed analysis of the Companys operations in terms of performance in markets, manufacturing activities, business outlook, risks and concerns forms part of the Management Discussion and Analysis, a separate section of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act, 2013, your Directors 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 had 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 at 31 March, 2026 and of the Profit and Loss of the Company for the period ended on that date;

(c) the Directors had 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) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY CONTRACTS AND ARRANGEMENTS

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 .38 to the financial statements.

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

DIRECTORS

During the Financial Year 2025-26, 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.

Further the members of the Company vide their special resolution(s) passed at the Annual General Meeting held on 26th September, 2025 approved the Appointment of Mr. Aalok Sharma as a Non- Executive Independent Director of the Company for a period of 5 (Five) years with effect from the aforesaid Annual General Meeting i.e. August 12, 2025 to August 11, 2030in terms of the provisions of Section 149 of the Companies Act, 2013.

The Board of Directors in its meeting held on 13August, 2026 considered and approved the appointment of Mr. Sanjay Bagaria, as an Additional Director of the Company and in furtherance as Non-ExecutiveIndependent Director of the Company with effect from 13August, 2026, subject to the approval of members of the Company at the ensuing Annual General Meeting.

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.

During the Financial Year 2026-27, Mr. Dinesh Kaushal will cease to be Non-Executive Independent Director of the Company with effect from 30 September, 2026, due to completion of their respective tenure in accordance with the provisions of the Companies Act, 2013 and the Regulations

The Board of Directors and Management of the Company place on record their sincere appreciation for the valuable contributions and guidance provided by Mr. Dinesh Kaushal throughout their tenure.

BOARDS OPINION REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED/RE-APPOINTED DURING THE YEAR

The Board is of the opinion that the Independent Directors appointed/re-appointed during the year under review are person(s) of integrity and possess core skills/expertise competencies (including the proficiency) as identified by the Board of Directors as required in the context of Companys business (es) and sector(s) for the Company to function effectively.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2025-26, 6 (Six) Board Meetings were held on the following dates:

- 30 April, 2025;

- 29 May, 2025;

- 12 August, 2025;

- 14 November, 2025;

- 27 January, 2026;and

- 13 February, 2026

The gap between any two meetings was not more than one hundred twenty days as mandated under the provisions of Section 173 of the Companies Act, 2013 and Regulation 17(2) of the Regulations.

INDEPENDENT DIRECTORS

In terms of the provisions of Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of the Regulations, all the Independent Directors of the Company have furnished a declaration to the Compliance Officer of the Company at the meeting of the Board of Directors held on 30 April , 2026 stating that they fulfill the criteria of Independent Director as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the Regulations, and are not being disqualified to act as an Independent Director. Further, they have declared that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

In the opinion of the Board, all the Independent Directors fulfill the conditions specified in the Companies Act, 2013 read with the Rules made there under and the Regulations, and are independent of the management.

In terms of Regulation 25(7) of the Regulations, the Company has adopted a familiarization programme for the Independent Directors to familiarize them with working of the Company, nature of the industry in which the Company operates, business model of the Company, their roles, rights, responsibilities and other relevant details. The details of familiarization programme during the Financial Year 2025-26 are available on the official website of the Company i.e. www.cenlub.in

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND SENIOR MANAGEMENT PERSONNEL

In terms of the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of the Regulations, the Nomination and Remuneration Committee (NRC) has formulated a policy relating to appointment and determination of the remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel which has been adopted by the Board of Directors of the Company. The NRC has also developed the criteria for determining the qualifications, competencies, positive attributes and independence of Directors and for making payments to the Executive/Non-Executive/Independent Directors of the Company.

Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management Personnel and other employees is as per the Nomination and Remuneration Policy of your Company.

The salient features of the Nomination and Remuneration Policy are as under:

Formulation of the criteria for determining qualifications, positive attributes and independence of a Director.

- For every appointment of an Independent Director, the Nomination and Remuneration Committee evaluates the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent Director. The person recommended to the Board for appointment as an Independent Director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

- Identification of persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in the Nomination and Remuneration policy.

- Recommendation to the Board for appointment and removal of Director, KMP and Senior Management Personnel.

- Formulation of the criteria for devising a policy on diversity of Board of Directors.

- Formulation of criteria for evaluation of performance of independent Directors and the Board of Directors.

- Deciding that whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

- Recommendation to the Board, all remuneration, in whatever form, payable to senior management.

The said policy is available on the official website of the Company i.e https://cenlub.in/investor-relations/#1706595893364-0797397b-41e7

EVALUATION PROCESS

The Nomination and Remuneration Committee has established a framework for the evaluation process of performance of the Board, its Committees and Individual Directors and the same was adopted by the Board. During the period under review, the Board of Directors at its meeting held on 13 August, 2026 have carried out the evaluation of the performance of Independent Directors and their independence criteria and the Independent Directors in their meeting held on 10 March, 2026 have evaluated the performance of the Chairman, Non-Independent Directors and the Board as a whole and also assessed the quality, quantity and timeliness of flow of information between the Board and Company management.

KEY MANAGERIAL PERSONNEL (KMP)

The following Directors/Officials of the Company have been designated as Key Managerial Personnel (KMP) of the Company by the Board of Directors in terms of the provisions of Section 203 of the Companies Act, 2013 and the Regulations:

Based on the images provided, here is the requested data formatted into the specified tables:

The details of Key Managerial Personnel as on March 31, 2026 are as below:

Sr. No. Name Designation
1. Smt. Madhu Mittal Chairman & Managing Director/CEO
2. Mr. Aman Mittal Whole Time Director
3. Mr. Ansh Mittal Chief Financial Officer /Whole Time Director/CFO
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 2025-26
Mrs. Madhu Mittal Managing Director 6
Mr. Aman Mittal Whole Time Director 6
Mr. Ansh Mittal Whole Time Director 6
Mr. Dinesh Kaushal Independent Director 6
Mr. Kamlesh Kumar Johari Independent Director 6
Mr. Tarun kumar Gupta* Independent Director 3
Mr. Aalok Sharma** Independent Director 3

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

** Mr. Aalok Sharma was appointed as Additional Director w.e.f. 12.08.2025

DISCLOSURES UNDER THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure -"A"to this report.

PARTICULARS OF EMPLOYEES

Information regarding employees in accordance with the provisions of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel).

Rules, 2014 containing particulars of top ten employees in terms of the remuneration drawn and employees drawing remuneration in excess of the limits set out in Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are provided as part of the Board Report. However, in terms of provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to all the members of the Company and others entitled thereto, excluding the said statement. Any member interested in obtaining such particulars may write at investors@cenlub.in. The said information is also available for inspection at the Registered Office of the Company during working hours till the date of Annual General Meeting.

RISK MANAGEMENT

The Company has a robust risk management framework to identify and mitigate risks 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: https://cenlub.in/investor/cil-risk-management-policy1.2.pdf

CORPORATE SOCIAL RESPONSIBILITY (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 "B" 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.

1. Audit Committee

2. Nomination and Remuneration Committee

3. 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 2025-26 forms part of the Corporate Governance Report.

AUDIT COMMITTEE

During the year, Mr. Tarun Kumar Gupta ceased to be Member of the Audit Committee on 12 August, 2025 due to resignation as Non-Executive Independent Director of the company and Mr. Aalok Sharma has been appointed as Non-Executive Independent Director of the company w.e.f. 12 August, 2025 accordingly, the Audit Committee had been reconstituted on 12 August, 2025 comprised of Mr. Dinesh Kaushal, Mr. Kamlesh Kumar Johari and Mr. Aalok Sharma.

Further, the Tenure of Mr. Dinesh Kaushal, Non-Executive Independent Director is going to expire on 30th September 2026, therefore, Mr. Dinesh Kaushal will ceased to be the Directorof the company w.e.f 30th September 2026. Due to Expiry of Tenure of Mr. Dinesh Kaushal as the Non- Executive Independent Director of the company w.e.f. 30th September 2026, the Audit committee is re-constituted again comprising of Mr. Aalok Sharma, Mr. Kamlesh Kumar Johari and Mr. Sanjay Bageria w.e.f. 13th August 2026.

INTERNAL COMPLAINTS COMMITTEE FOR PREVENTION OF SEXUAL HARASSMENT

Pursuant to Section 21 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013, the Company has constituted Internal Complaints Committee (ICC) at all its Units (i.e. Faridabad, Bangalore) where any grievance of sexual harassment at workplace can be reported. The Company has also adopted a policy on Prevention of Sexual Harassment at workplace. The objective of the policy is to provide its women employees, a workplace free from harassment/discrimination and every employee is treated with dignity and respect. The said policy is available on the official website of the Company i.e. www.cenlub.in under the link: https://cenlub.in/investor-relations/#1706515779770-c4a66b2e-6cd7 During the year under review, ICC of all units of the Company has not received any complaint pertaining to sexual harassment of women at workplace.

STATUS OF COMPLAINTS FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2026
Number of Complaints of sexual harassment received during the Financial Year 2025-26 NIL
Number of Complaints disposed off during the Financial Year 2025-26 NOT APPLICABLE
Number of Complaints pending for more than Ninety Days NOT APPLICABLE

COMPLIANCE OF PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The Company is in compliance of the Maternity Benefits Act, 1961 wherein all eligible women employees are entitled to avail the benefits as prescribed. The Company remains committed to providing the environment that upholds the rights and welfare of its women employees in accordance with applicable laws for the time being in force.

During the Financial Year 2025-26 and up to the date of this report, no female employee of the Company has availed or applied to avail benefits under the Maternity Benefits Act, 1961.

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.

DEPOSITS

During the year under review, the Company did not accept any deposits.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of the provisions of Section 124(5) of the Companies Act, 2013 read with the Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and further amendments thereto, no unclaimed dividend was required to be transferred to the Investor Education and Protection Fund (IEPF) during the Financial Year 2025-26.

The unclaimed dividend for the Financial Year 2018-19 is proposed to be transferred to the Investor Education and Protection Fund (IEPF) on 15 November, 2026 i.e. upon completion of seven years from the transfer of said dividend into unclaimed dividend account. Subsequently, the equity shares on which the dividend has not been claimed for the consecutive seven years since 2018-19 (net of the shares already transferred) shall also be transferred into IEPF.

In terms of Rule 6(3) of Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, the necessary communications have been made to the respective shareholders whose shares are required to be transferred to the IEPF during the Financial Year 2026-27 so as to enable them to claim their dividend attached to such shares before such dividend and shares are transferred to IEPF and further, the necessary information in this regard is available on the website of the Company i.e. www. Cenlub.in for the convenience of the shareholders.

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 Equity shares once transferred into IEPF can only be claimed by the concerned shareholder from IEPF Authority after complying with the procedure prescribed under the Rules and the Amended Rules.

In compliance with the directives of the Ministry of Corporate Affairs and the Investor Education and Protection Fund Authority (IEPFA), the Company spearheaded the 100 Days Campaign titled "Saksham Niveshak" during the Financial Year 2025-26. This 100-day outreach program was designed to mitigate the transfer of shares and dividends to the IEPF by assisting shareholders in regularizing their folios. The Company provided comprehensive guidance on updating KYC records and facilitated the timely claim of unpaid dividends for the Financial Year 2018–19. Shareholders were advised to send their requests to the Company or to Beetal Financial and Computer Services Pvt. Limited, Registrar and Transfer Agent of the Company.

AUDITORS

A. STATUTORY AUDITORS

Pursuant to Section 139 of the Companies 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.Singla 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 35thAGM of the Company.

REPORT ON FINANCIAL STATEMENTS

The report of M/s. Singla Tayal & Co, Chartered Accountants (ICAI Registration No. 000882N), the Statutory Auditors of the Company on the financial statements of the Company for the year ended 31 March, 2026 is annexed to the financial statements in terms of the provisions of Section 134(2) of the Companies Act, 2013. The observations of the Auditors in their report are self-explanatory and/or explained suitably in the Notes forming part of the Financial Statements. The report of the Statutory Auditors does not contain any qualification, reservation or adverse remark which needs any explanation or comment of the Board.

B. SECRETARIAL AUDITOR, SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT

The Secretarial Auditors, Mrs. Apoorva Singh, Company Secretaries(Certificate of Practice No.13277) (Peer Review No.8112/2026) had been appointed as Secretarial Auditors of the Company in the 33rd Annual General Meeting held on 26 September, 2025 for a period of 5 (Five) consecutive years with effect from Financial Year 2025-26 upto the Financial Year 2029-30 in terms of the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Secretarial Audit Report of the Company for the Financial Year ended 31 March, 2026 in the prescribed Form MR-3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure -"C1" to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark which needs any explanation or comment of the Board. 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-C2. The aforesaid Reports are self-explanatory, and do not call for any further explanation.

C. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial 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.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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.

COST RECORDS AND AUDIT

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 toappoint the Cost Auditor. Further the company has maintained proper cost records for the Financial Year 2025-26 as required to be maintained in the Act.

CORPORATE GOVERNANCE

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.

VIGIL MECHANISM/WHISTLE BLOWER MECHANISM

In terms of the provisions of Section 177 of the Companies Act, 2013 and the Regulations, the Company has established an effective mechanism called Vigil Mechanism (Whistle Blower Mechanism). The mechanism under the Policy has been appropriately communicated within the organisation. The purpose of this policy is to provide a framework to promote responsible whistle blowing by employees or by any other person who avails such mechanism. It protects employees or any other person who avails such mechanism wishing to raise a concern about serious irregularities, unethical behavior, actual or suspected fraud within the Company by reporting the same to the Audit Committee. Protected disclosure can be made by the whistle blower in a closed and secured envelope or sent through e-mail to the Compliance Officer. During the year under review, no complaint has been received and no employee was denied access to the Audit Committee. The functioning of the Whistle Blower Mechanism/Vigil Mechanism existing in the Company is reviewed by the Audit Committee on Annual basis. The policy on vigil mechanism is available on the official website of the Company i.e. www.cenlub.in under the link: https://cenlub.in/investor/cil-whistle-blower-policy.pdf

RECONCILIATION OF SHARE CAPITAL AUDIT

In terms of Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, the Reconciliation of Share Capital Audit is undertaken by a firm of Practicing Company Secretaries on quarterly basis. The audit is aimed at reconciliation of total shares held in CDSL, NSDL and in physical form with the admitted, issued and listed capital of the Company. The Reconciliation of Share Capital Audit Report(s) as obtained by the company from M/s Jain Viney & Associates, Practicing Company Secretary on quarterly basis were filed with the BSE Limited (BSE) through BSE Listing Centre, where the original shares of the Company are listed.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited, Mumbai.

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 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure ‘C to this Report.

ANNUAL RETURN

In terms of the provisions of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013 and the relevant rules made thereunder, a copy of the Annual return as prescribed under Section 92 of the Companies Act, 2013, as amended shall be made available on the official website of the Company www.cenlub.in under the link: https://cenlub.in/investor-relations/#1706596238265-19488e28-9574

COMPLIANCE OF SECRETARIAL STANDARDS

During the period under review, the Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

COURT/TRIBUNAL ORDERS

There were no instances of any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

DETAILS OF APPLICATION/PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application has been made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

INSTANCES OF DIFFERENCE IN VALUATION

There is no such instance where there is 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.

INDUSTRIAL RELATIONS

During the year under review, industrial relations in the Company continued to be cordial and peaceful.

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/DDHS/CIR/P/2018/144 dated 26 November 2018, and your Company has not raised any funds by issuance of debt securities.

REGISTRAR AND SHARE TRANSFER AGENT

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

BEETAL Financial & Computer Services Pvt Ltd.

BEETAL HOUSE, 3rd Floor,

99, Madangir, Behind LSC, New Delhi - 110062

Ph. 011-42959000-09, 011-29961281-283, 26051061, 26051064

Fax 011-29961284

ACKNOWLEDGEMENTS

The Board of Directors thank the shareholders for their continued support and they would like to place on record their appreciation for the dedicated services rendered by the Employees at all levels. The Directors wish to convey their gratitude to the Financial Institutions, Banks, Customers, Suppliers and Collaborators for the assistance and confidence reposed by them in the Company.

For and on behalf of the Board of Directors
Place : Faridabad
Date : 13/08/2026
Registered Office:
233-234-235, Sector-58,
Faridabad – 121006
CIN – L67120HR1992PLC035087
Madhu Mittal
Chairperson Managing Director and CEO
DIN: 00006418

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