Cenlub Industries Ltd Directors Report

TO THE MEMBERS,

Your Directors have pleasure in presenting their 32ndAnnual Report, together with the Audited Statement of Accounts for the financial year ended March 31, 2024. FINANCIAL SUMMARY

The summarized financial results of the Companyfor the year ended March 31, 2024 are presented below:

	Standalone
Particulars	2023-24	2022-23
Revenue from Operations	7151.91	9393.31
Other Income	124.51	126.62
Total Income	276.42	5519.93
Profit / (Loss) before Depreciation, Finance Cost and Tax	1344.40	1009.54
Less: Depreciation	83.08	BO21
Finance Cost	40.60	26.22
Profit Before Tax(PBT)	1220.72	903.11
Tax Expenses (Current & Deferred)	323.53	236.59
Profit for the Year	897.18	666.52
Other Comprehensive Income	-28.78	2.17
Total Comprehensive Income	868.40	668.69

Your Companys sales tummover during the year under review was Rs. 7151.91 lacs as compared toRs. 5393.31 lacs in the previous year, Other income in the year under review was Rs. 124.51 lacs as compared to Rs. 126.62 lacs in previous year, due to sharp Increase in value of investment portfolio on accountof bullishness in the stock market, Hance, total of sales and other income increased to Rs. 7276.42 lacs from Rs. 5519,936 lacs in previous year, The Profit before Tax (PET) for the period was Rs. 1220.72 lacs as against profitof Rs. 903.11 lacs in the

previous year.

SHARE CAPITAL

The paid -up Equity Share Capital of the Company as on March 31, 2024 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, 2024 noneof the Directorsof the Company hold instruments convertible into equity sharesof 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 became debt free, Due to limited resources available with the company and need

to conserve the available resourcesfor 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 2023-2024.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTSTO 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 which remains unpaid or unclaimed dividend 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 https: /cenlub.in/investor-relations/

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: https://cenlub.in,investor-relations/

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 Directorand Senior Management Team in ensuring effective functioningof the Company.

As on 31st March 2024, 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 2023-24 and till the date of this report,following changes occurred in Directorship and Key ManagerialPersonnel positions of the Company:

A. Changesin directors and Key Managerial Personnel

Directors Appointment

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 Act, 2013 and other applicable provisions (including any statutory modification(s) or re- enactment thereof) if any, of the Companies Act, 2013 wef. Ist July, 2024.

MrKamlesh 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 Act, MrKamlesh Kumar Johari havesubmitted the declaration that they meet the criteria 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 alsocomplied with the Code for Independent Directors prescribed in Schedule IV to the Act.

Aresolution seeking shareholders approval for the appointmentof MrKamlesh Kumar Johari, forms part of the Notice of Ensuing Annual General Meeting.

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 II (General Meeting), are part of the Notice convening the Annual General Meeting.

Resignation; Retirement of Directors

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 [“IDCA"] as prescribed by the Ministry of Corporate Affairs under the relevant Rules, and that they would give the online proficiency self-assessmenttest conducted by IGA 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)

Smt. Madhu Mittal, Managing Director, Mr. Aman Mittal Whole Time Director, MrAnsh Mittal Whole Time Director and Chief Finance Officer and MrAnkur Goyal, Company Secretary are the KEMP of your Company.

BOARD COMMITTEES

The Board has constituted various committees consisting of Executive and Non-Executive Directors ofthe Company to ensure good corporate govemance and in compliance with the requirements of theCompanies 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 areprovided 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 2023-24 forms part of the Corporate Governance Report,

ANNUAL EVALUATION OF THE BOARD

The Independent Directors, during their separate meeting held on March 30, 2024, conducted a formal evaluation of the performance of theChairman, Managing Director, Non-Executive Director, Independent Directors, the Board as a whole andalso that of its Committees in accordance with the requirements of Sec. 134(3)(p) of the CompaniesAct, 2013, and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

The manner in which formal annual evaluation of the performance of the Board, its Committees andof individual directors has been made is summarized below:

1. Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman, draft parameterized feedback forms for evaluation of the Board, Independent Directors, ManagingDirector, Non-Executive Director and Chairman.

2. Independent Directors at a meeting without anyone from the non-independent directors andmanagement person present, considered, evaluated the Boards performance, performance of theChairman and other non-independent Directors.

3. The Board subsequently evaluated performance of the Board, the Committees and IndependentDirectors (without participation of the concerned director). Board also evaluated the fulfillmentof independence criteria by the independent directors,

CORPORATE GOVERNANCE REPORT

48 per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CorporateGovernance Report with the Auditors Certificate thereon are attached hereto and forms part of thisReport.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, theManagement Discussion and Analysis is attached hereto and forms part of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant and material orders passed by the Requlators/Courts that would impact thegoing concern status of the company and its future operations.

DEPOSITS

During the year, your Company has not accepted deposits fram the shareholders and others, and hascomplied with the provisions of Section 73 of the Companies Act, 2013 and the Rules made thereunder.

SUBSIDIARIES; JOINT VENTURE/ ASSOCIATE COMPANIES

Your Company does not have any subsidiary, joint venture or associate companies. Therefore, FormAOC-1 is not annexed to this Report.

DIRECTORS RESPONSIBILITY STATEMENT US 134(5)OF THE COMPANIES ACT, 2013

Pursuantto the provisions of Section 134(5) of Companies Act, 2013, as amended, with respect to theDirectors Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the accounts for the financial year ended March 31, 2024, the applicableAccounting Standards have been followed along with proper explanation relating to materialdepartures;

2) The Directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at March 31, 2024, and of the profit and loss of the Company forthe year ended March 31, 2024:

3) The Directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013 for safequarding the assetsof the Companyand for preventing and detecting fraud and other irregularities;

4) The Directors have prepared the annual accounts for the financial year ended March 31, 2024 on agoing concern basis;

5) The Directors had laid down internal financial controls to be followed by the Company and thatsuchinternal financial controls are adequate and were operating effectively;

6) The Directors had devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS

Singla Tayal & Co., Chartered Accountants (Registration No.d00882N), wereappointed as Statutory Auditors at the 30thAnnual General Meeting till the concusion of 35thAnnualGeneral Meeting of the Company.

The observations of the Statutory Auditors an the annual financial statement for the year endedMarch 31, 2024, including the relevant notes to the financial statement are self-explanatory, andtherefore, do not call for any further comments. The said Auditors Report which has been issued withunmodified opinion does not contain any qualification, reservation or adverse remark.

REPORTING OF FRAUDS, IF ANY

Pursuant to the provisions of Section 134(3)(ca) of Companies Act, 2013, itis hereby confirmed thatduring the financial year 2023-24, there have been no frauds reported by the auditors.

SECRETARIAL AUDIT REPORT & SECRETARIAL COMPLIANCE REPORT

As per requirement of the Companies Act, 2013 and Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, the Company had appointed Mrs. Apoorva Singh,Company Secretaryas the Secretarial Auditor for financial year 2023-24, whose Secretarial Audit Report in FormMR-3datedAugust 12, 2024 is attached separately to this Report. Further, pursuant to Regulation 244 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial ComplianceReportdated August 12, 2024, in the prescribed format, is also attached to this Report. The aforesaidReports are self-explanatory, and do not call for any further explanation,

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The Company has not given any loans or quarantees covered under the provisions of Section 196 of theCaompanies Act, 2013. The details of the investments made by Company are given in the Notes to theFinancial statements.

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 38to the financial statements.

POLICY ON RELATED PARTY TRANSACTIONS OF THE COMPANY

The revised policy on Related Party Transactions can be accessed at http:/cenlub.in/investor-relations

RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. 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-relations

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIALCONTROLS

Your Company has an adequate system of internal control commensurate with the size and the nature of its business, which ensures that transactionsare recorded, authorized and reported correctly apart from safeguarding its assets against loss from wastage, unauthorized use, and removal.

The internal control system is supplemented by documented policies, guidelines, and procedures. The Companys intennal auditors continuously monitors the effectiveness of the internal controls with a view to provide to the Audit Committee and the Board of Directors an independent, objective and reasonable assurance of the adequacy of the organizations intemal controls and risk management procedures. The Internal Auditor submits detailed reports on quarterly basis to the Audit Committee and management. The Audit Committee reviews these reports with the executive management with a view to provide oversight of the internal control system,

Your Company is in compliance with the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable Secretarial Standards approved by the Central Government. Your Company has framed and put into effect, several policies on important matters such as Nomination and Remuneration of directors and KMP, materiality of events/information etc., which provide robust guidance to the management in dealing with such matters to support internal control. Your Company reviews its policies, quidelines, and proceduresof internal control on an ongoing basis in view of the ever-changing business environmentand regulatory requirements.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Board shall have minimum 3 (three) and maximum 15 (fifteen) directors, unless otherwise approved. No person of age less than 21 years shall be appointed as a director on the Board. The Company shall have such persons on the Board who complies with the requirements of the Companies Act, 2013, provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Memorandum and Articles of Association of the Company and all other statutory provisions and guidelines as may be applicable from time to time. Composition of the Board shall be in compliance with the requirements of Companies Act/SEBI Regulations. The Remuneration shall be paid only to the Managing Director and Whole Time Directors of the company and should be approved by the shareholders and sitting fees will paid to other Directors. Managing Director, Company Secretary and Chief Financial Officer shall be the Key Managerial Personnel (KMP) of the Company. All persons who are Directors / KMPs, members of Senior Management and all other employees shall abide by the Code of Conduct. Directors/KMPs shall not acquire any disqualification and shall be persons of sound integrity and honesty, apart from knowledge, experience, etc. in their respective fields.

Criteriafor determining Independence of Director: 4 Director will be considered as an ‘IndependentDirector if he/she meets with the criteria for "Independent Directoras laid down in the CompaniesAct, 2013 and Regulation 16(1)(b)of the SEBI Listing Regulations.

Qualification: While recommending the appointment of a Director, the Nomination and RemunerationCommittee considers the manner in which the function and domain expertise of the individual willcontribute to the overall skill-domain mix of the Board. It is ensured that the Board has an appropriateblend of functional and industry expertise,

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board ofthe Company are also expected to demonstrate high standards of ethical behavior, strong interpersonaland communication skills and soundness of judgment. Independent Directors are also expected toabide by the ‘Code for Independent Directorsas outlined in Schedule IV to the CompaniesAct, 2013.

A copyof the policy for remuneration to non-executive and independent directors is available on thewebsite of the.Company on the weblink:

httos://cenlub.in/investor-relations

PARTICULARS OF EMPLOYEES AND REMUNERATION

Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remunerations of Managerial Personnel) Rules, 2014, the relevant details for financial year 2023-24 are given below:

The percentage increase in remuneration of each Director, Chief Financial Officer, CompanySecretary, ratio of the remuneration of each Director to the median remuneration of the employees of your Company for the financial year 2023-24 are as under:

Sr, No.	Name of Director /KMP & designation	Remuneration of Directors/ KMP for FY 2023-24 (Rs. In lakhs	Yo Increase/ (Decrease) in Remuneration for the F\ 2023-24	Ratio of Remuneration of each Director to the median remuneration of employee
1.	Smt. Madhu Mittal, Managing Director	35.00	16.67	10.05
Zi	Mr. Aman Mittal, W.T.D	70.00	16.67	20.11
a	Mr Arsh Mittal, W.T.D	70.00	16.67	20.11
4,	Mr. Dinesh Kaushal	0.20	o	0
5,	Mr Tarun Kumar Gupta	0.20	0	0
6.	Smt. Santosh Varma	0.28	o	0
rs	Mr Ankur Goyal	3.60	0	0

(ii) Inthe financial year, there was an increase of 2.39% in the median remuneration of the employees,

(ii) There were 132 permanent employees on the rolls of your Company as.on March 31, 2024.

(iv) Average percentage increase in the salaries of employees other than the managerial personnel in the last financial year i.e. 2023-24 was 2.39 %, whereas, increase in the managerial remuneration for the same financial year was 16.67%. Managerial remuneration paid during the financial year2023-24 was as per the provisions of the Companies Act, 2013 and the Remuneration Policy of your Company.

(v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of your Company. Further, as per Sec 197(12) of Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the aforesaid Rules, the Statement containing names and details of the top ten employees in terms of remuneration drawn during the financial year 2023-24 forms part of this report. This Report is sent to the members excluding the aforesaid Statement. This Statement is open for inspection at the Registered Office of the Company during working hours, and any member interested in obtaining such particulars may writeto the Company Secretaryat the Registered Office of the Company. b) Statement related to employee employed throughout the year and in receipt of remuneration aggregating Rs. 1.02Crores or more during the F\ 2023-24-There is na such employee in the company who has received the remuneration aggregating to 1.02 Crores during the F\ 2023-24. Hence, the companyis not required to prepare statement for the same.

S/. No. Name of Employee Designation Remuneration (in Lakhs) Qualification Experience Age Date of Commencement of Employment, Last Employment held, Organisation, Designation & Duration-N.A

* includes commission of C 977 Lakhs

** includes commission of C 100 Lakhs

c) Statement related to employee employed for part of the year and in receipt of remuneration aggregating Rs. ?.50Lakhs or more per month:

S.NO.1

i) Mame of Employee: Mr. Ansh Mittal ii) Designation: Whole Time Director

ii) Remuneration(inLakhs):As per the information as mentioned in Corporate Governance Report.

iv) Qualification: 8. Tech

vv) Experience : Mr. Ansh Mittal, Whole Time Director is looking after Lube Oil Consoles /Systems manufacturing plant of the company since 2007. He isalso handling the complete IT department of the company and has been involved in the exports" promotion of the company.

vi) Age: 39 years vil) Dateof Commencement of Employment: 01.04.2007 viii) Last Employment held: NA ix) Organisation, Designation& Duration: NA

i) Name of Employee: Mr. Aman Mittal ii) Designation : Whole Time Director ii) Remuneration(inLakhs) :4s per the information as mentioned in Corporate Governance Report iv) Qualification: B.E

vv) Experience: Mr. Aman Mittal is the Executive Director since September 1994 & has served the Company for 30 years. He isLooking day to day activitiesof Bangalore unit for the Last 24 years. vi) Age: 50 years vil) Date of Commencement of Employment: 01.09.1994 vill) Last Employment held: NA ix) «c6Organisation, Designation & Duration: NA

Notes:

1. Mr Ansh Mittal& Mr Aman Mittal are the son of Mrs. Madhu Mittal, Chairperson & Managing Director of the company and Brother of one another,

2. Mr. Ansh Mittal and Mr. Aman Mittal, Whole Time Directors of the company and Mrs. Madhu Mittal, Managing Director of the company are holding more than 2% of the Paid Up Share Capital of the company.

3. All appointments are contractual in nature and terminate by notice of Three Months on either side.

4. The company is paying the Remuneration to Mr. Ansh Mittal and Mr. Aman Mittal, Whole Time Directors of the company in excess of that drawn by Mirs. Madhu Mittal, Chairperson & Managing Director ofthe company CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3) (rm) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 7014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure ‘A to this Report. ESTABLISHMENTOF 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: investors@cenlub.in. The Whistle Blower Policy covering all employees and directors is hosted on the Companys website at URL = https: //cenlub.in,/investor-relations/

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.Intermal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

The Committee was reconstituted during the year 2023-2024 with the following members:

1. Mrs. Swati Mittal

2. Mr. Ajay Kaushik 3.) Mr Rajesh Kumar Tiwari

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

« = No. of complaints received: Nil

« = No. of complaints disposed: Nil

« fo. of complaints pending: Nil

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of the familiarization program for Independent Directors is accessible on the Company websiteat https://cenlub.in/,investor- relations,

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, 7014, 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 outin 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 formsa partof this report.

ANNUAL RETURN

As required under Section 92(3) read with Section 134(3)(a) of the Companies Act 2013, the AnnualReturn of the Company for the Financial Year ended March 31, 2024 will be uploaded on the website ofthe Campany on weblink https:/cenlub.in//investor-relations/ after the said

Returnis filed with the Registrar of Companies, Delhi and Haryana within the statutory timelines.

SECRETARIAL STANDARDS

The Directors confirm that the applicable Secretarial Standards, i.e. 55-1 and 55-2, relating to Meetingsof the Board of Directors and ‘General Meetings, respectively, which have been approved by theCentral Government have been duly followed by your Company.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1) of theCompanies Act, 2013, is required, and accordingly, such accounts and records are made and maintainedby theCompany. 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: e There has been no change in the natureof business of the Company e [ssue of equity shares with differential rights as to dividend, voting or otherwise e = [ssue of employee stock options or sweat equity shares

« = Thereis no application made or proceeding pending under the Insolvency and Bankruptcy Code,2016

« There was no instanceof onetime settiement 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 notraised any fundsby issuance of debt securities. POLICIES

The updated policies as per the statutory requirements are uploaded on websiteof the Company at: https: //cenlub.in//investor-relations/ ACKNOWLEDGEMENTS

The Board of Directors expresses their appreciation for the sintere co-operation and assistance ofGovernment Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in byall the employees of the Company. The Board of Directors expresses their gratitude to all our valuedshareholdersfor their confidence and continued supportto the Company.

By Order of the Board of Directors

For Cenlub Industries Limited