Chamanlal Setia Exports Ltd Directors Report

DIRECTORS REPORT

To,

The Members,

Chaman Lal Setia Exports Ltd.

P.O Central Jail, Mirankot Road

Amritsar-143002

Your directors take pleasure in presenting before you the 31^st Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended 31.03.2025.

i. OVERVIEW OF FINANCIAL PERFORMANCE AND BUSINESS OPERATIONS

The financial and operating highlights for the year under review, compared with the previous financial years, are given below:

The Companys financial performance, for the year ended March 31^st, 2025 is summarized below

	(Rs. in Lacs, except as stated)
Particulars	FY 2024-2025	FY 2023-2024
Revenue From Operations	149525.58	135562.84
Other Income	868.00	956.71
Total Income	150393.58	136519.55
Profit before Interest & Depreciation	14975.40	17146.22
Interest	97748	986.57
Provision For Depreciation	361.11	706.68
Profit before Tax	13636.81	15452.87
Less Provisions for taxation	3348.85	3889.24
Profit after taxation	10287.96	11563.63
Other Comprehensive Income	NIL	NIL
Total Comprehensive Income	10287.96	11563.63
Transfer to General Reserve	1028.79	1156.36
Current Assets	80541.05	84582.59
Current Liabilities	17148.12	22258.93
Working Capital	63392.93	62323.66
Capital Employed	79589.69	77181.71
EPS*	20.68	22.36
Book Value*	129.16	122.56

• ^Calculated on the basis of Weighted Average Number of Shares during the Year.

2. IND-AS APPLICABILITY:-

The Company has adopted the Indian Accounting Standard (‘INDAS) w.e.f. 01.04.2017 These financial statements have been prepared in accordance with the recognition and measurement principles stated there in and as prescribed under section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and the other accounting principles generally accepted in India.

3. REVIEW OF OPERATIONS: -

For the year ended 31st March, 2025 the Companys revenue from operations was Rs. 149525.58 Lacs as against Rs. 135562.84 Lacs during previous financial year resulting an increase of Rs 13963 Lacs in operating Revenue which is more than 10% over previous years Operating Revenue This increase is quiet moderate but still appreciable in the back ground of prevalent conditions world wide including that of war and trade tussles in between the countries world over which correspondence into a fall in the net profit before tax which decrease from Rs. 15452.87 Lacs to Rs. 13636.81 lacs resulting a fall of 11.75 %. Further EPS also went down from 22.36 to 20.68.

4. HIGHLIGHTS OF PERFORMANCE:

During the year under review the Company has registered a sale of Rs. 145802.43 Lacs against previous year Sales of Rs. 133173.52 lacs. In quantitative terms also the sales have increased to 1723712 Qtls in 2024-25 from 1510823 Qtls in 2023-24 registering an increase of 14%.

5. EXPORTS

The Company continues to strengthen its exports during the year 2024-2025. Exports during the year increased to Rs. 126009.99 lakhs from Rs. 120775.55 lakhs in previous year i.e. 2023-2024.

6. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Your Company has no subsidiary or Associate Company and during the year also no entity has become or ceased to be the subsidiary, joint venture or Associate Company.

7 CHANGE IN DEPRECIATION METHOD

During the year the company has shifted to SLM method from WDV method of providing depreciation

The Company determined that change in depreciation method from WDV to SLM is a change in accounting estimate affected by change in accounting Principal. A change in accounting estimate affected by change in accounting Principal is to be applied prospectively.

A change is considered preferred because SLM method will more accurately reflect the pattern of usage and the Expected benefits of such Assets and provide greater consistency with the depreciation method used by other Companies in the same Industry.

The Net book value of Assets acquired prior to 01/04/2024 with Useful life remaining will be depreciated using the SLM method prospectively.

8. TRANSFER TO RESERVES

The Company has transferred an amount of Rs.1028.79 Lakhs to General reserves during the financial year.

9. TRANSFER OF UNCLAIMED DIVIDEND/SHARES TO INVESTOR EDUCATION & PROTECTION FUND

During the year, pursuant to the provisions of Section 124 and Section 125 of the Companies Act, 2013 and read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) (IEPF Rules), final dividend amounting Rs. 241371/- was lying unpaid/unclaimed with the Company for a period of seven years after declaration of Dividend for the financial year ended 2016-2017 was transferred to the Investor Education and Protection Fund.

The Company has transmitted 26265 Equity Shares on acount of unclaimed/ unpaid dividend pertaining to financial years 2016-17 into the Demat Account of the IEPF Authority held with NSDL (DPID/ Client IDIN30078/10656671) in terms of the provisions of Section 124(6) of the Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time. These Equity Shares were the Shares of such Shareholders whose had been transferred into IEPF and who have not encashed their dividends for 7 (Seven) years.

Concern shareholders may still claim the shares or apply for refund of dividend to the IEPF Authority by making an application in the prescribed form. Further, all the shareholders who have not claimed/ encashed their dividends in the last seven consecutive years from 2018 are requested to claim the same immediately.

Before transferring the above mentioned shares the Company has sent out individual communication to the concerned shareholders whose shares were liable to be transferred to IEPF Authorities to take immediate action in the matter and list of such shareholders was also placed on the website of the Company. Further Company also published a Notice in the newspapers, informing the Members who had not claimed their shares for a period of 7 years to claim the same from the Company. In case valid claim is not received on time. The Company will proceed to transfer the respective shares to the IEPF Account in terms of the IEPF Rules.

Mrs. Kanika Nevtia Company Secretary cum compliance officer of Company has been appointed as nodal officer of Company and an investor can contact at clsetia@rediffmail.com.

Details of unclaimed dividend and year of transfer: -

Year of declaration	Balance as on 31.03.2025 (in Rs.)	Due date of transfer to IEPF
2018	180321.54	04.11.2025
2019	207780.96	03.11.2026
2020	213818	03.11.2027
2021	212565.28	04.11.2028
2022	NO DIVIDEND
2023	240656	04.11.2030
2024	61348725	04.11.2031

Note: Some of the year end balances of unclaimed dividend as above has increased due to cancellation of drafts by bank being returned unpaid.

io. details of directors or key managerial personnel including those who were appointed

or have resigned during the year and till the date of this report: -

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ankit Setia (DIN: 01133822) and Mr. Sankesh Setia (DIN: 06620109) whole time Directors of Company liable to retire by rotation at ensuing Annual General Meeting, and being eligible, for re-appointment in accordance with provisions of the Companies Act, 2013.

As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ) and SS-2 issued by ICSI, the brief resume of the Directors proposed to be appointed/ re-appointed is given in the notice convening the 31st Annual General Meeting.

Further Mrs. Ridhima Bahl and Mrs. Sakshi Sodhi who were appointed as independent director in Board meeting held on 31.08.2024 had been regularised by shareholders in Annual General Meeting held on 28.09.2024.

Further second term of Mrs. Amar Jyoti Bagga an independent Director expired on 28.09.2024 and due to this she ceased from directorship and further from committee positions.

Further second term of Mr. Vijay Kumar Jhamb an independent Director expired on 13.10.2024 and due to this he ceased from directorship and further from committee positions.

Further due to pre-occupation Mr. Avaljot Singh (DIN: 10514394) an independent Director and Mrs. Shweta Setia (DIN: 09640081) Wholetime Director of Company have given their resignation w.e.f 04.11.2024.

Further first term of Mrs. Pooja Kukar an independent Director of Company was getting expired on 2708.2025, therefore Board of Directors at their meeting held on 03.072025 re-appointed Mrs. Pooja Kukar for further period of 5 years as second term and same has also been approved by shareholders via postal ballot dated 13.08.2025.

Further the term of Mr. Vijay Kumar Setia as a Chairman and Managing Director of Companys was getting expired on 27.08.2025, therefore Board of Directors at their meeting held on 03.072025 re-appointed Mr. Vijay Kumar Setia as a Chairman and Managing Director of Company for further period of 5 years and same has also been approved by shareholders via postal ballot dated 13.08.2025.

Further the term of Mr. Rajeev Setia as Joint Managing Director of Companys was getting expired on 2708.2025, therefore Board of Directors at their meeting held on 03.072025 re-appointed Mr. Rajeev Setia as joint Managing Director of Company for period of 5 years and same has also been approved by shareholders via postal ballot dated 13.08.2025.

11. declaration by independent directors

In pursuance of sub-section (7) of Section 149 of the Companies Act, 2013 all the Independent Directors on the Board have furnished the declaration that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Regulation 25 of the said Regulations 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.

12. key managerial personnel

As required under section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification (s) or re-enactment(s) for the time being in force), the Company has noted that Mr. Vijay Kumar Setia, Chairman & Managing Director of Company and Mr. Rajeev Setia , Joint Managing Director & CFO of Company and Mrs. Kanika Nevtia Company Secretary are the Key Managerial Personnel of the Company.

13. AUDIT COMMITTEE

The Company has an Audit Committee in place, constituted as per the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, information about composition of Audit Committee and other details are given in Corporate Governance Report, forming part of this Annual Report. During the year, the Board accepted the recommendations of Audit Committee whenever made by the Committee during the year. Due to completion of tenure of Mr. Vijay Kumar Jhamb an Independent Director of Company w.e.f 13.10.2024, there was vacancy in Audit Committee. Therefore, Board of Directors in their Board meeting held on 1710.2024, reconstitute their Audit Committee by inducting Mrs. Sakshi Sodhi as member of Committee. Further Mr. Avaljot Singh an Independent Director of Company and member of Audit Committee has given his resignation in Board Meeting dated 04.11.2024, thereafter Board has reconstituted its committee by inducting Mrs. Ridhima Bahl as member of Audit Committee w.e.f 04.11.2024.

Currently the Audit Committee is comprising of Mrs. Pooja Kukar (DIN: 08846984) as Chairman, Mrs. Sakshi Sodhi (DIN: 07194985) and Mrs. Ridhima Bahl (DIN: 10749542) as members of committee.

14. number of meetings of the board of directors

During the Financial year 2024-2025, the Board of Directors duly met 6 times on 28.05.2024, 06.08.2024, 31.08.2024, 17.10.2024, 04.11.2024 and 10.02.2025. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, a separate Meeting of the Independent Directors of the Company was also held on 30.03.2025 without the presence of Non-Independent Directors and Members of the management and full details of such meeting is given in Corporate Governance Report forming part of this report.

For details thereof kindly refer to the section ‘Board Meeting and Procedures - Details of Board Meetings held and attended by the Directors during the financial year 2024-2025 in the Report on Corporate Governance forming part of this Annual Report.

15. board evaluation

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (including any amendment thereunder from time to time) the Board, on recommendation of the Nomination and Remuneration Committee has carried out an annual performance evaluation of its own performance, Committees of the Board and individual Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements. The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2024-2025 in accordance with the framework and details for the same has been provided in the Corporate Governance Report, which is a part of this Annual Report. The Directors were satisfied by the constructive feedback obtained from the Board Colleagues.

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (including any amendment thereunder from time to time), a structured questionnaire was prepared after taking in to consideration the various aspects of the Boards functioning, composition of Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Director was completed during the year under review. The performance evaluation of the Chairman and Executive Directors were carried out by Non-Executive Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

16. directors responsibility

As stipulated under the provisions contained in Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Directors hereby confirm that:

a. In the preparation of the Annual Accounts for the year ended 31st March,2025 the applicable Indian Accounting standards read with requirements set out under Schedule III to the Act had been followed and there are no material departures from the same;

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 March 31, 2025 and of the profit of the Company for the year ended on March 31, 2025;

c. 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 safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts for the year ended March 31st, 2025 on a going concern basis;

e. The Directors have laid down internal financial controls in the company that are adequate and are operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: -

The Management Discussion and Analysis Report, for the year under review, giving detailed analyst is of Companys operations, as stipulated under Regulation 34 of SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015, is presented in a separate section, which forms a part of this Annual Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGOING: -

Statement giving the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and out go, as required under Section 134(3)(m) of Companies Act, 2013 read with Rules frame thereunder is given in the Annexure -A which forms part of this report.

19. GENERAL SHAREHOLDER INFORMATION

General Shareholder information is given in item no.11 of the Report on Corporate Governance forming part of the Annual Report.

20. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OFEMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy of your Company formulated in accordance with Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or reenactment for time being in force). The salient aspects covered in the Nomination and Remuneration policy have been outlined in the Corporate Governance Report which forms part of this report. The full policy is available at on the website of the Company at weblink www.clsel.in.

The statement containing the details required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1),5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, as amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is attached as ‘Annexure- B which forms part of this Report.

21. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year 31st March, 2025 is uploaded on the website of the Company and can be accessed at www.clsel.in.

22. STATUTORY AUDITOR AND THEIR REPORT

As per Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Members of the Company had approved the appointment of M/s. Rajesh Kapoor & Co., Chartered Accountants [Firm registration number: 013527N] as statutory auditors of the Company at the 28th Annual General Meeting (AGM) of the Company for a term of five years, which is valid till the conclusion of 33rd AGM of the Company.

The Statutory Auditor has given a confirmation that he is eligible to continue with his appointment and he is not disqualified in any manner from continuing as Statutory Auditor.

The Statutory Auditor has confirmed that he satisfies the independence criteria as required under the Act. The Report given by Rajesh Kapoor & Co., Chartered Accountants, on the financial statements of the Company for the year 2025 is part of the Annual Report. The Statutory Auditor has Qualified its Report for not writing Off Disputed Trade Receivables-Considered Doubtful amounting To Rs.251.55 Lacs, Not Writing Back Non Disputed Trade Payables Amounting to Rs 16.53 Lacs both long Outstanding .Further qualification has also been given to the effect of not providing Interest payable to MSME Amounting to Rs. 6.23 Lacs.

Your Directors Confirm that the amount pertaining to Doubtful Trade Receivables to the extent of Rs 122.32 lacs has already been Written off in the Books of Account on or before the Date of this Report and Further the balance amount will be either written off or provided for after considering the facts and Circumstances of each individual Case and taking in account Other legal aspect. Further Submitted undisputed Trade Payable which are long Outstanding amounting to Rs 16.53 will be written back in the ensuing Year. Further as regard not providing for MSME Interest of Rs 6.27 In Lacs, Your Director confirmed same will be Paid as when Demanded.

Further Your Director are of Opinion that Company ‘s Reserves are Quiet sufficient to absorb these minor amounts and these adjustments will not impact Financial Position of the company as Going Concern.

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore, no detail is required to be disclosed under Section 134 (3) of the Companies Act, 2013.

23. SECRETARIAL AUDITORS & ITS REPORT

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors as recommended by Audit Committee and subject to members approval at this AGM, recommended appointment of M/s. Sunil Dhawan & Associates, Practicing Company Secretary as Secretarial Auditor of the Company. for the term of 5 (five) consecutive years from 1st April, 2025 to 31st March, 2030.

The report of the Secretarial Auditor for the financial year ended 31.03.2025 is enclosed as Annexure- C to this report.

As per fine levied by both exchanges i.e. BSE and NSE for delay in re-constitution of Committees wide dated 17.03.2025 and 14.05.2025 respectively and as per waiver application submitted by Company, in this regard Secretarial Auditor reported this observation in Annual Secretarial Compliance Report of Company dated 30.05.2025. However as on that date decision from both the exchanges were pending. However as per approval letter of NSE dated 01.072025 and BSE dated 04.072025 for waiver of fine for aforesaid matter now secretarial auditor has confirmed that there is no penalty or fines levied by any authority to Company as on date.

24. ANNUAL SECRETARIAL COMPLIANCE REPORT

Annual Secretarial Compliance Report for the financial year ended 31st March, 2025 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s Sunil Dhawan & Associates, Secretarial Auditors, and submitted to the stock exchange as well.

25. CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Companies Act,2013 and as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate statement on detailed report on Corporate Governance along with a certificate from a Practicing Chartered Accountant, confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 forms part of this Annual Report.

26. CORPORATE SOCIAL RESPONSIBILITY(CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. Mr. Arun Kumar Verma is an independent Director and Chairman of CSR Committee and Mr. Rajeev Setia and Mr. Vijay Kumar Setia are the other members of CSR Committee.

The Board has also approved a CSR policy, on the recommendations of the CSR Committee which is available on the website of the Company at www.clsel.in. The Report on CSR activities as required under Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Companys CSR Policy, total amount to be spent under CSR for the financial year, amount unspent and the reason for the unspent amount, is set out at Annexure-D forming part of this Report.

27. RISK MANAGEMENT

Your Company has an elaborate risk Management procedure and adopted a systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations.

A Risk Management Committee is constituted which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companys enterprise risk management framework; and (b) Overseeing that all the risk that the organization faces are properly addressed.

Due to completion of tenure of second term of Independent Director named Mrs. Amarjyoti Bagga an Independent Director of Company w.e.f 28.09.2024, Board has reconstituted its Risk Management Committee on 04.11.2024 by inducting Mrs. Sakshi Sodhi as member of Company.

Further information about composition of Risk Management Committee and other details are given in Corporate Governance Report, forming part of this Annual Report. Currently the Risk Management Committee is comprising of Mr. Arun Kumar Verma (DIN: 08145624) as Chairman, Mrs. Sakshi Sodhi (DIN: 07194985) and Mrs. Pooja Kukar (DIN: 08846984) as members of committee. A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process has been established by the Company. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate them. A detailed exercise is being carried out to identify, evaluate, monitor and manage risks. The Committee reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report.

28. CREDIT RATING

Following are the details of Credit Rating :

Facilities	Amount (Rs. Crore)	Rating
Long-Term Rating	Rs. 350 crores	CRISIL A+/Stable (Upgraded from ‘Crisil A/Positive)

During the year Company has applied for enhancement of its Working Capital limits with PNB from 50 crore to 150 crores which were sanctioned by PNB on the condition of Pari pasu charge on current assets of the company already mortgaged with HDFC Bank which HDFC Bank did not allowed hence the limit of Rs 100 Crores was remained unutilizable and hence non existent .

29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: -

Your Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder and Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment. During the year the Company has not received any complaints about sexual harassment at the workplace. During the year under review no such complaint or grievance occurred under the Act named The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act ,2013

30. DISCLOSURE ON DEPOSITS FROM PUBLIC

During the year under review, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the ambit of Section 73 of the Companies Act, 2013 and the rules framed there under.

31. DEMATERIALISATION OF SHARES

The Company has established connectivity with both Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), whereby the Shareholders have an option to dematerialize their shares with either of the depositories. In view of the numerous advantages offered by the Depository system, members holding Shares in physical mode are requested to avail of the dematerialization facility with either of the Depositories.

As on 31.03.2025, about 99.49.% of the Companys Equity Shares has been held in dematerialized form.

The Company has appointed M/s. Beetal Financial & Computer Services Private Limited, Limited, SEBI registered R&T Agent as its Registrar and Share Transfer Agent of the Company.

32. SHARE CAPITAL OF THE COMPANY: -

Due to buyback of 2007930 equity shares, the Paid-up equity shares capital of the Company decreased to Rs.994.52 lakhs as on March 31st, 2025. The Company has no other type of securities except equity shares forming part of paid-up capital.

The Companys shares are listed and actively traded on the below mentioned Stock Exchanges: -

Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE) Phiroze Jeejeebhoy Towers,"Exchange Plaza", Plot No.C/1, G Block, Mumbai-400 051 25th Floor, Dalal Street, Mumbai -400001

33. particulars OF LOAN(S), GUARANTEE(S) or INVESTMENT(S) under section 186 of the companies act, 2013:-

During the financial year ended March 31st, 2025, the Company has neither made any investment(s) nor given any loan or guarantee(s) or provided any security within the meaning of the provisions of section 186 of the Companies Act, 2013.

34. PARTICULARS OF CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH RELATED PARTIES UNDER SECTION 188(1) OF COMPANIES ACT, 2013

All Contracts/arrangements/transactions entered by the Company during the financial year 2024-2025 with related parties were on an arms length basis and were in the ordinary course of business and in accordance with the provisions of the Companies Act,2013, read with Rules issued there under and the SEBI Listing Regulations. During the year the Company had not entered into any contracts/ arrangements / transactions with related parties which could be considered as material under the Companies Act, 2013 and rules made there under and under SEBI Listing Regulations.

During the year under review, there was no change in the Policy except to the extent required to be aligned with the changes in the statutory provisions.

Prior omnibus approval of the Audit Committee has been obtained on for transactions with related parties which are of a foreseeable and repetitive nature. Further the Audit Committee of Company has considered, approved and recommended to Board for Omnibus approval and criteria for Omnibus Approval for entering into transactions with Related Parties for the financial year 2025-2026, which was further approved by the Board.

The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

The details of the related party transactions as per Indian Accounting Standard Ind AS24 are set out in Note 12 (ii)(a) of the significant accounting policies and notes to Financial Statements forming part of this Annual Report. Further Form No. AOC-2 is attached as ‘Annexure-E which forms part of this report.

35. details of establishment of vigil mechanism/whistle blower policy

The Company has adopted Whistle Blower Policy/Vigil Mechanism to provide a formal mechanism for the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct and mismanagement, if any. The implementation and details of the Whistle Blower Policy has been mentioned in the Report of Corporate Governance and also uploaded on Company s website i.e. www.clsel.in.

36. INDUSTRIAL RELATIONS

The Industrial relations in all the units and branches of your Company remained cordial throughout the year and have resulted in sustained growth of the company.

37. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY which HAVE occured between THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT: -

There has been no material changes and commitment affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and till the date of this report.

38. DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations. Your Company has adopted requisite procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Internal Auditor of the Company checks and verifies the internal control and monitor them from time to time as and when required. The Company continues to ensure proper and adequate systems and procedures commensurate with the size, scale and nature of its business.

39. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a "Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading in Securities by Designated Persons" ("Insider Trading Code") as required under Regulation 9(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

In compliance with the SEBI Regulations on prevention of Insider trading, the Company has adopted a code of conduct for its Directors and designated employees. The code lays down guidelines which included procedures to be followed and disclosures to be made while dealing with the shares of the Company.

39. FUTURE EXPANSION

The Future expansion endeavor of the Company is always a going on process specially in the field of Quality improvement and development of new product with lower cost and energy savings The Management of the company understands that it has to improve upon to face the ever-changing circumstances and evolvements globally.

40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE:-

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Companys operations in future.

41. REPORTING OF FRAUDS

There have been no material instances of fraud reported by the Auditors under section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

42. CHANGE IN NATURE OF BUSINESS, IF ANY;-

There is no change in the nature of Business of Company during the financial year 2024-2025.

43. DIVERSITY OF THE BOARD: -

The Company believes that diversity is important to the work culture at any organisation. In particular, a diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional experience for achieving sustainable and balances development.

44. COMPLIANCES WITH SECRETARIAL STANDARDS

During the year, the Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

45. CASH FLOW STATEMENT

The Cash Flow Statement for the financial year ended 31st March, 2025 prepared in accordance with Ind AS 7,‘Statement of Cash Flows is attached and forming part of the financial statements of the Company.

46. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company familiarizes its Directors about their role and responsibilities at the time of their appointment through a formal letter of appointment. All efforts are made to keep Independent Directors aware. The familiarization of Independent Directors may be accessed on the Company website at the link http://www.clsel.in

47. ENVIRONMENT, HEALTH AND SAFETY:-

The Company continues to focus on Employee well-being, developing safe and efficient products, and minimizing the environmental impact of our operations on society. Company is conducting its operations in such a manners as to ensure safety of all concerned compliances of environmental regulations and preservation of natural resources.

For safety and protection of Employees, the Company has formulated and implemented a policy on preservation of Sexual Harassment at the Workplace with a mechanism of lodging complaints.

48. SEGMENT REPORTING

The Company at present is engaged in the business of a single primary reportable business segment i.e., business of manufacturing, trading and marketing of the rice only.

49. THE DETAILS OF 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 ALONG WITH THE REASONS THERE OF

During the year under review, the Company has not made one-time settlement therefore, the same is not applicable.

50. statement of board of directors

The Board of Directors of the Company are of the opinion that the Independent Directors of the Company appointed/ re-appointed during the year possesses integrity, relevant expertise and experience (including the proficiency) required to best serve the interest of the Company. The Independent Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors Rules, 2014.

51. BUSINESS RESPONSIBILTY & SUSTAINABILITY REPORT

The Company has framed Business Responsibility and Sustainability Reporting ("BRSR") introduced by the Securities and Exchange Board of India ("SEBI") containing detailed Environmental, Social and Governance ("ESG") disclosures. Business Responsibility and Sustainability Report for the year ended 31.03.2025 is presented in a separate section forming part of the Annual Report.

52. DIVIDEND

The Board of Directors of your Company has recommended a dividend @ 125 % i.e. Rs. 2.50/- per equity share of face value of Rs.2/- each for the financial year 2024-2025 in the Board Meeting held on 28.05.2025, subject to approval of shareholders in this 31st Annual General Meeting. Dividend, if declared and approved by shareholders will be paid on & from 22.09.2025. The dividend distribution policy of Company is available at website of Company i.e. www.clsel.in.

53. BUYBACK OF EQUITY SHARES

The Board of Directors at its meeting held on August 06^th, 2024 approved a proposal to buyback upto 20,07930 fully paid-up equity shares of the Company having a face value of Rs. 2 each at a price of Rs. 300 per equity share, on proportionate basis, for an aggregate amount not exceeding Rs. 6023.79 lakhs through tender offer in accordance with the Companies Act, 2013 and rules made thereunder, and the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 as amended.

The buyback offers opened on August 23, 2024 and closed on August 29, 2024 (both days inclusive).

The Company intimated to the stock exchanges regarding the completion of extinguishment of shares and closure of Buyback vide its letter dated September 17, 2024. Accordingly paid-up share capital reduced to Rs.99451240 (Shares 49725620) from Rs. 103467100 (Shares 51733550). The Company has also created a capital redemption reserve of Rs. 4015860/-, equal to nominal value of shares bought back, as an appropriation from securities premium reserve in accordance with Companies Act, 2013.

54. INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during financial year 2024-2025.

55. CONTRIBUTION TO EXCHEQUER

The Company is a regular payer of taxes and other duties to the Government. During the year under review your Company has paid Rs.50.94 crores Corporation Tax Including Buy Back Tax of Rs.13.93 crores as Compared to Rs.42.12 Crores paid during the last financial year. The Company has also paid an amount of Rs.1.15 crores on account of GST (Net of ITC) and Custom duty as compared to 0.94 crores paid during last Financial Year.

56. MATERNITY BENEFITS

During the year under review, the Company has ensured full compliance with the provisions of the Maternity Benefit Act, 1961. The Company remains committed to upholding the rights and welfare of its female employees by providing all statutory maternity benefits, including paid leave, job protection, and other entitlements as mandated under the Act and as per applicability.

57. ACKNOWLEDGEMENT:

Your Directors would also like to extend their gratitude for the co-operation received from financial institutions, the Government of India and regulatory authorities, and the governments of the countries we have operations in. The Board places on record its appreciation for the continued co-operation and support extended to the Company by its customers which enables the Company to make every effort in understanding their unique needs and deliver maximum customer satisfaction. We place on record our appreciation of the contribution made by the employees at all levels, whose hard work, co-operation and support helped us face all challenges and deliver results.

We acknowledge the support of our Members of Company, vendors, the regulators, the esteemed league of bankers, financial institutions, rating agencies, government agencies, Stock Exchanges, depositories, auditors, consultants, business associates and other stakeholders.

	For and on behalf of the Board of Directors
	sd/-
	Vijay Kumar Setia
	Chairman & Managing Director
	DIN:- 01125966
Place: Amritsar
Date: 26.08.2025