Clara Industries Ltd Directors Report

Dear Shareholders,

The Board of Directors ("the Board") of Clara Industries Limited ("the Company") is pleased to present the Fourth Annual Report, along with the audited financial statements for the financial year ended March 31, 2025.

SUMMARY OF FINANCIAL RESULTS

For FY 2024-25, the Company recorded a total income of Rs1,103.78 lakhs, with revenue from operations at Rs1,077.89 lakhs. Profit Before Tax stood at Rs282.97 lakhs, while Profit After Tax was Rs189.03 lakhs, reflecting disciplined cost management and operational stability during a challenging year.

Below is the detailed financial statement:

Sr. No.	Particulars	Year to date figures as on 31.03.2025	% of total income	Year to date figures as on 31.03.2024	% of total income
	Income from Operations
1.	Revenue from Operations	1077.89	97.65%	1268.13	99.30%
II.	Other Income	25.89	2.35%	8.99	0.70%
III.	Total Income from Operations (Net)	1103.78	100.00%	1277.12	100.00%
IV.	Expenses
	Cost of Material Consumed	874.00	79.18%	597.53	46.79%
	Purchase of stock-in-trade	-	-	21.25	1.66%
	Changes in Inventories	-130.16	-11.79%	-58.58	-4.59%
	Employees Benefits Expenses	7.35	0.67%	27.53	2.16%
	Finance Costs	17.17	1.56%	8.32	0.65%
	Depreciation & Amortization Expenses	25.34	2.30%	36.47	2.86%
	Other Expences	27.11	2.46%	35.67	2.79%
	Total Expenses(IV)	820.81	74.36%	668.19	52.32%
V.	Profit before exceptional items and tax (IIMV)	282.97	25.64%	608.93	47.68%
VI.	Exceptional Items (Net Gain/Loss)	-	-	8.63	0.68%
VII.	Profit before tax (V-VI)	282.97	25.64%	600.29	47.00%
X.	Tax Expenses
	Current Tax	67.48	6.11%	158.36	12.40%
	Earlier years Tax	22.72	2.06%	22.34	1.75%
	Deferred Tax	3.74	0.34%	-0.09	-0.01%
	Tax Expenses for the Year	93.94	8.51%	180.61	14.14%
XI.	Profit (Loss) for the period from continuing operations (IX-X)	189.03	17.13%	419.68	32.86%

PERFORMANCE OF THE COMPANY

During the financial year 2024-25, Clara Industries Limited navigated a dynamic business environment marked by fluctuating input costs and moderated demand trends. Despite these challenges, the Company delivered a total income of Rs1,105.78 lakhs, compared to Rs1,277.12 lakhs in the previous year. Revenue from operations stood at Rs1,077.89 lakhs, while Profit Before Tax was Rs282.97 lakhs, and Net Profit After Tax amounted to Rs189.05 lakhs.

Although the topline performance reflected a temporary slowdown due to market conditions and the strategic decision to prioritise consolidation over aggressive expansion, the Company continued to strengthen its fundamentals. Disciplined cost management, process efficiency improvements, and operational alignment across business units ensured profitability and liquidity stability.

Clara Industries remained committed to its strategic roadmap, which included key investments in capacity expansion for future growth. The procurement of advanced woven sack manufacturing machinery during the year marked a significant step toward diversification, with the operational benefits expected to materialize in FY 2025-26.

The management remains optimistic about the coming fiscal year, supported by an improved demand outlook, ongoing efficiency initiatives, and a strong product portfolio across packaging films, flexible packaging, food wrap solutions, PP mats, and recycled granules.

COMPANYS WEBSITE

The official website of your Company, www.clara.co.in. serves as a comprehensive information hub, reflecting Clara Industries business operations and commitment to transparency. The homepage provides an overview of our core business segments, product portfolio, and value-driven solutions.

The website also hosts an extensive repository of investor-related information, including annual financial results, shareholding patterns, details of the Board of Directors and senior management, committee compositions, corporate policies, and governance frameworks. In addition, it features updates on the Companys key initiatives, strategic developments, and sustainability practices.

All disclosures mandated under the Companies Act, 2015 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are promptly uploaded to ensure compliance and enable stakeholders to access accurate and timely information.

CAPITAL STRUCTURE

During the financial year 2024-25, the Company undertook strategic measures to strengthen its capital base and enhance shareholder value. The Authorized Share Capital was increased from Rs11.00 crore (comprising 1.10 crore equity shares of Rs10/- each) to Rs21.00 crore (comprising 2.10 crore equity shares of Rs10/- each) by creating an additional 1 crore equity shares of Rs10/- each.

Further, with the approval of shareholders, the Company issued 1,65,58,520 fully paid-up Bonus Equity Shares of Rs10/- each, aggregating to Rs16.54 crore, in the ratio of 4:1 (four fully

paid-up equity shares for every one equity share held), by capitalizing amounts from retained earnings. These Bonus Shares carry the same voting rights and rank pari passu in all respects with the existing equity shares.

For shareholders holding shares in dematerialized form, the Bonus Shares were credited directly to their respective demat accounts, while physical share certificates were issued within prescribed timelines. No fractional entitlements arose from the bonus issue; any fractions were ignored and rounded down to the nearest integer.

Post these changes, the Issued, Subscribed, and Paid-up Share Capital of the Company stands at ^20,67,29,000, divided into 2,06,72,900 equity shares of Rs10/- each, as on March 31, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in the composition of the Board of Directors.

Ms. Nidhi Varun Kumar resigned from the position of Company Secretary of the Company with effect from January 3, 2025.

Subsequently, the Board appointed Ms. Pooja as the Company Secretary and Compliance Officer at the board meeting held on January 4, 2025.

Further, none of the Directors are disqualified from being appointed or re-appointed as Directors of the Company in terms of the provisions of Section 164 of the Companies Act, 2013.

CHANGE IN NATURE OF BUSINESS

During the financial year ended March 31, 2025, there were no changes in the nature of the Companys business activities. The operations continued to align with the core objectives and strategic direction established by the Board, ensuring stability and consistency in our business model.

ANNUAL RETURN

In compliance with Section 92 and Section 134 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 is available on the Companys website at www.clara.co.in.

GENERAL RESERVES

In accordance with applicable Accounting Standards, the Profit After Tax has been retained under the Reserve & Surplus section. Accordingly, no amount has been transferred to the General Reserve during the financial year.

BOARD EVALUATION

The Board of Directors conducted its annual performance evaluation in accordance with the provisions of the Companies Act, 2013. This comprehensive evaluation covered the performance of the Board as a whole, its various Committees, and individual Directors. Inputs were sought from all Directors based on defined criteria, including the Boards

composition and structure, the effectiveness of its processes, quality of information shared, and overall functioning.

Based on the feedback and analysis, the Board concluded that its performance during the year was effective and aligned with the evaluation framework, supporting the Companys growth-oriented objectives. The Committees were also found to be functioning independently and efficiently, fulfilling their roles as mandated under the Act.

Furthermore, each Director discharged their duties and responsibilities diligently, as prescribed under the Companies Act, 2015, and contributed meaningfully through their experience, knowledge, and strategic insights in navigating both opportunities and challenges faced by the Company during the year.

PARTICULARS OF REMUNERATION OF DIRECTORS AND OTHER EMPLOYEES

None of the employees of the Company received remuneration in excess of the limits prescribed under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the financial year.

PUBLIC DEPOSITS

During the year under review, the Company has not invited or accepted any fixed deposits from the public in accordance with the provisions of Section 75 of the Companies Act, 2015 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, the said provisions are not applicable to the Company.

DIVIDEND

During the year under review, the Board of Directors, at its meeting held in June 2024, declared an Interim Dividend of Rs. 20,67,290/- on the Equity Shares of the Company. The said interim dividend has already been paid to the eligible shareholders of the Company.

Further, after considering the Companys performance, the need to conserve resources for future growth, and its long-term expansion plans, the Board of Directors has deemed it prudent not to recommend any final dividend on the Equity Shares for the financial year ended March 51, 2025.

Accordingly, the total dividend distributed during the financial year 2024-25 amounts to Rs. 20,67,290/-, representing the interim dividend declared and paid.

In terms of Regulation 45A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, only the top 1000 listed entities based on market capitalization are required to formulate and adopt a Dividend Distribution Policy. Since the Company does not fall within the said threshold as on March 51, 2024, the requirement to adopt a Dividend Distribution Policy is not applicable to the Company.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

Pursuant to Section 154(5)(d) of the Companies Act, 2015, the Company confirms that it has received necessary declarations from all Independent Directors under Section 149(7) of the Act, affirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("SEBI Listing Regulations").

Each Independent Director has submitted a declaration confirming that:

• They continue to fulfill the criteria of independence as specified under Section 149(6) of the Act, read with Schedule IV, and Regulation 16(1)(b) of the SEBI Listing Regulations;

• They are not aware of any circumstances that exist or are anticipated which could impair or impact their ability to discharge duties effectively, as required under Regulation 25(8) of the SEBI Listing Regulations;

• They are not debarred from holding the office of Director pursuant to any SEBI order or the order of any other such authority; and

• There has been no change in circumstances that may affect their status as Independent Directors.

Additionally, all Independent Directors have affirmed compliance with the Code of Conduct prescribed for Independent Directors under Schedule IV of the Act. The Board is of the opinion that all Independent Directors possess the requisite qualifications, expertise, integrity, and proficiency as required under applicable laws and continue to be independent of the management.

SEPARATE MEETING OF INDEPENDENT DIRECTOR

In accordance with Section 149(7) of the Companies Act, 2015, read with Para VII(1) of Schedule IV to the Act and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on March 5, 2024, without the presence of Non-Independent Directors and members of the management.

During the meeting, the Independent Directors, inter alia, reviewed and discussed the following:

• Performance of the Non-Independent Directors and the overall functioning of the Board;

• Performance of the Chairman of the Company, taking into account the views of both Executive and Non-Executive Directors; and

• The quality, quantity, and timeliness of the flow of information between the management and the Board, which is essential for the Board to discharge its functions effectively.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS

All contracts, arrangements, and transactions entered into by the Company with related parties during the financial year 2024-25 were in the ordinary course of business and conducted at arms length. The Company did not enter into any material related party transactions, as defined under its Related Party Transactions Policy ("RPT Policy"), during the year. Accordingly, the disclosure in Form AOC-2 is not applicable. All applicable related party transactions were duly reviewed and approved by the Audit Committee and the Board, as required. Disclosures pursuant to Ind AS-24 on Related Party Transactions have been provided in the notes to the standalone financial statements.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the financial year ended March 51, 2025, the Company did not make any loans,

provide any guarantees, or make any investments as specified under Section 186 of the Companies Act, 2013 and the rules made thereunder.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review, the Company did not have any subsidiary, joint venture, or associate company as defined under the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013, the Company has a duly constituted CSR Committee comprising Mr. Avdesh Kamboj (DIN: 09526364) as Chairperson, Mrs. Parry Kukreja (DIN: 06649401), and Mr. Manmohan Singh (DIN: 07790507) as Members. The Committees terms of reference are provided in the Corporate Governance Report, and the CSR Policy is available on the Companys website at: CSR Policy.

The Company views social responsibility as an integral part of its business and strives to deploy its CSR budget for the benefit of society and the environment. For FY 2024-25, based on the average net profits of FY 2021-22, 2022-23, and 2023-24, the prescribed CSR spend was Rs8.67 lakh. Out of this, the Company spent Rs6.32 lakh during the year in line with the recommendations of the CSR Committee and the approval of the Board. The unspent amount of Rs2.35 lakh was subsequently utilized in accordance with Schedule VII of the Act, by contributing to the Prime Ministers National Relief Fund (PMNRF).

The Annual Report on CSR activities for FY 2024-25 is annexed as Annexure B and forms part of this Report.

CORPORATE GOVERNANCE

The Company, being listed on the Small and Medium Enterprise (SME) Platform, is exempt from the provisions of Corporate Governance as stipulated under Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, no Corporate Governance Report is provided in this Annual Report. Nevertheless, the Company voluntarily adheres to the majority of the prescribed corporate governance practices.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire profit for the financial year 2024-25 in the Statement of Profit and Loss as at March 31, 2025.

CREDIT RATING

During the year under review, the Company did not have any outstanding instruments requiring a credit rating.

BOARD MEETINGS

During the year under review, the Board of the Company convened meetings on May 25, 2024; June 6, 2024; June 12, 2024; July 8, 2024; September 16, 2024; November 14, 2024; December 30, 2024; January 3, 2025; January 4, 2025; February 10, 2025; March 5, 2025; and March 8, 2025. The interval between any two consecutive meetings did not exceed the limit of one hundred and twenty days, in compliance with Section 173 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations.

DIRECTORS ATTENDANCE RECORD

The last Annual General Meeting was held on September 29th 2024. The attendance record of the Directors at the Board Meeting during the year ended on March 31, 2025, and at the last Annual General Meeting is as under:

Name of Directors	Number of Board Meetings Attended During The Year	Whether Attended Last Annual General Meeting
Mr. Nikhil Kukreja	12 out of 12	Yes i
Ms. Parry Kukreja	12 out of 12	Yes
Ms. Priyanka Mediratta	10 out of 12	Yes
Mr. Avdesh Kumar Kamboj	12 out of 12	Yes
Mr. Man Mohan Singh	12 out of 12	Yes

BOARD COMMITTEES

In accordance with SEBI (Listing Obligations and Disclosure Requirements), 2015, provisions on Corporate Governance the Board of Directors of the Company had constituted following Committees. The details are as under:

1. Audit Committee

2. Nomination & Remuneration Committee 3.Shareholders & Investors Grievance Committee 4.Internal Complaint Committee

5.Corporate Social Responsibility (CSR) Committee

The composition of various committees are as follows:

AUDIT COMMITTEE

The terms of reference of the Audit Committee are as per the guidelines set out in the Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the stock exchanges read with Section 177 of the Companies Act, 2013. The detail of the Committee is as follows:

Members	DIN and Membership No.	Designation
Mr. Avdesh Kumar Kamboj	09526364	Chairman
Mr. Man Mohan Singh	07790507	Member
Mr. Nikhil Kukreja	06649387	Member

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors of the Company has constituted a Nomination & Remuneration Committee, as per the provisions of Section 178 of the Companies Act, 2013 and Regulation

19 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, with the object of Remuneration & Nomination Committee is to recommend / review the remuneration of Managing Directors / Wholetime Directors. The remuneration policy of the Company is directed towards rewarding performance and attracting new talents / retaining them. While deciding the remuneration, the Committee considers the financial position of the Company, trend in the Industry, Appointees qualification, experience, past performance, past remuneration etc.

Members	DIN and Membership No.	Designation
Mr. Man Mohan Singh	09526564	Chairman
Mr. Avdesh Kumar Kamboj	07790507	Member
Ms. Priyanka Mediratta	00494156	Member

STAKEHOLDERS RELATIONSHIP AND INVESTORS GRIEVANCE COMMITTEE

The Committee is in charge of looking after grievances of Investors and Shareholders. The details of the committee is as follows:

Members	DIN and Membership No.	Designation
Mr. Avdesh Kumar Kamboj	09526564	Chairman
Mr. Man Mohan Singh	07790507	Member
Mr. Nikhil Kukreja	06649587	Member

INTERNAL COMPLAINT COMMITTEE

The Committee is in charge of looking after grievances of internal complaints of the company. The details of the Committee is as follows:

Members	Designation
Ms. Parry Kukreja	Chairman
Ms. Pooja	Member
Mr. Rakesh Kumar Pal	Member
Mr. Vidya Bhushan Tyagi	Member

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Committee is in charge of looking after all the CSR activities of the company. The details of the Committee is as follows:

Members	DIN and Membership No.	Designation
Mr. Avdesh Kumar Kamboj	09526564	Chairman
Ms. Parry Kukreja	06649401	Member
Mr. Man Mohan Singh	06649587	Member

STATUTORY AUDITORS

Pursuant to the provisions of Section 159 of the Companies Act, 2015 ("the Act") read with the rules made thereunder, M/s. Gupta Agarwal & Associates, Chartered Accountants (Firm Registration No. 529001E), were appointed as the Statutory Auditors of the Company at the 1st Annual General Meeting ("AGM") held on September 50, 2022, for a term of five years, commencing from the Financial Year 2022-25 up to the conclusion of the AGM of the Company to be held in the year 2027.

The Statutory Auditors have issued their report on the financial statements of the Company for the Financial Year ended March 51, 2024. The report forms an integral part of this Annual Report. The observations made in the Auditors Report, if any, are self-explanatory and do not call for further comments. The Auditors Report does not contain any qualification, reservation, or adverse remark.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2015 ("the Act") read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Verma Ashish & Co. (Peer Reviewed Firm) (Membership No. 59867) to conduct the Secretarial Audit of the Company for the Financial Year 2024- 25.The Secretarial Audit Report for the Financial Year ended March 51, 2025, is annexed herewith as Annexure - A to this Report. The Report does not contain any qualification, reservation, adverse remark, or disclaimer for the period under review.

MAINTENANCE OF COST RECORDS

The maintenance of cost records as prescribed by the Central Government under Section 148(1) of the Companies Act, 2015 is not applicable to the Company, as its business activities do not fall within the categories specified under the said provisions.

REPORT ON FRAUDS U/S 143 (12) OF THE COMPANIES ACT, 2013

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under Section 145(12) of the Act. Accordingly, no disclosure is required under Section 154(5)(ca) of the Act.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

Except as disclosed elsewhere in this Annual Report, there have been no material changes or commitments affecting the financial position of the Company between the end of the financial year 2024-25 and the date of signing of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

In accordance with the provisions of Section 154(5)(m) of the Companies Act, 2015, read with the applicable rules, the particulars relating to conservation of energy and technology absorption are not furnished, as the nature of the Companys operations during the year under review does not necessitate such disclosures. Further, the Company has not entered into any technology transfer agreement, nor were there any foreign exchange earnings or outgo during the financial year.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the provisions of Section 125(2) of the Companies Act, 2015 were not applicable to the Company, as no amount was required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. The Company has designated its Company Secretary as the Nodal Officer for all lEPF-related matters.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the year under review, no significant or material orders were passed by regulators, courts, or tribunals which could impact the going concern status of the Company or its future operations.

RISK MANAGEMENT

The Company has formulated and implemented a Risk Management Policy to identify the risks associated with its business and to outline measures for their mitigation. A structured framework is in place for risk management, which includes the identification, analysis, and assessment of potential risks, evaluation of their probable impact, and formulation as well as implementation of appropriate mitigation strategies. While it is not possible to eliminate all business risks entirely, the Company endeavours to minimize their impact on its operations to the extent feasible.

The Company is not mandatorily required to constitute a Risk Management Committee. However, the Board of Directors and the Audit Committee periodically review and evaluate the effectiveness of the Companys risk management system.

INTERNAL CONTROL SYSTEMS INCLUDING INTERNAL FINANCIAL CONTROLS

The Company has established an adequate internal control system, commensurate with the size, scale, and complexity of its operations. These controls are designed to provide reasonable assurance regarding the accuracy and reliability of financial and operational information, compliance with applicable laws and regulations, safeguarding of assets against unauthorized use, execution of transactions with proper authorization, and adherence to corporate policies. During the year under review, no material weaknesses or significant observations were reported with respect to the adequacy or effectiveness of such internal controls.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 54 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms a separate section of this Annual Report. It provides detailed insights into the industry structure and developments, financial and operational performance, and other material developments during the financial year under review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) of the Companies Act, 2015 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy as part of its vigil mechanism. The policy provides a secure avenue for Directors and employees to report concerns regarding any actual or suspected violation of the Companys code of conduct, business principles, or applicable laws.

The vigil mechanism ensures adequate safeguards against victimization of individuals who raise concerns and also provides for direct access to the Chairperson of the Audit Committee in exceptional circumstances. The Company Secretary has been designated as the officer responsible for the effective implementation of the policy and for addressing complaints received under it.

During the year under review, no complaints were reported under the vigil mechanism.

CODE OF CONDUCT

The Company has adopted a Code of Conduct pursuant to Regulation 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, to regulate, monitor, and report trading by Designated Persons. The Code is aimed at preventing the misuse of Unpublished Price Sensitive Information ("UPSI") by Designated Persons and their immediate relatives.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 154(5) of the Companies Act, 2015, the Directors confirm that:

• in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

• the Directors have selected appropriate accounting policies and applied them consistently. They have also made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2015, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

• the Directors have laid down internal financial controls to be followed by the Company, and such controls are adequate and operating effectively; and

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to providing a safe, respectful, and conducive work environment for all its employees and associates. In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2015, the Company has duly constituted an Internal Committee to address complaints, if any.

During the financial year under review, no complaints were received under the said Act.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with the applicable Secretarial Standards on Board Meetings (SS-1) and General Meetings (SS-2) issued by the

Institute of Company Secretaries of India, in accordance with Section 118 of the Companies Act, 2015.

ANY PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016 which may have any material impact on the business or operations of the Company.

HUMAN RESOURCE MANAGEMENT

The Management of Clara Industries Limited recognizes that its workforce is the most valuable asset and a key driver of the Companys success. With an employee-centric approach, the Company is committed to providing a secure, inclusive, and stimulating workplace that enhances productivity and fosters professional growth.

The Company continually invests in its employees by upgrading skills, refining expertise, and nurturing leadership abilities through relevant learning and development programs. Diversity within the workforce is valued, and the Company strives to leverage it as a strength to enhance corporate capabilities.

Management actively promotes teamwork and a self-motivated work culture that encourages comprehensive employee development. To reinforce its human capital and attract, nurture, and retain exceptional talent, Clara Industries Limited has established robust human resource policies designed to foster a positive and growth-oriented work environment.

BOARD OF DIRECTORS

The Board of Directors of Clara Industries Limited comprises highly accomplished professionals with diverse expertise and extensive industry experience, contributing effectively to the Companys strategic growth and governance framework. The composition of the Board is fully compliant with the provisions of the Companies Act, 2015, Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companys Articles of Association, and other applicable laws, while adhering to best governance practices.

As of March 51, 2025, the Board consisted of five (5) Directors:

• One (1) Managing Director

• One (1) Executive Director

• One (1) Non-Executive Director

• Two (2) Independent Directors

The Chairperson of the Board is a Promoter Executive Director, and none of the NonExecutive Directors were involved in the day-to-day operations of the Company during the year under review.

At Clara Industries, we believe that a well-diversified and competent Board fosters a culture of responsible leadership, providing long-term vision, strategic guidance, and robust governance standards. The Board plays an active role in evaluating the Companys strategic direction, overseeing management policies, and ensuring their effective implementation. All actions and decisions of the Board remain aligned with the Companys mission, values, and stakeholder interests.

As per the Articles of Association, the Board shall consist of not less than three (5) Directors and not more than fifteen (15) Directors, in accordance with the applicable provisions of the Companies Act, 2013.

The details of the Board as on the date of this Report are set forth below:

Name, Designation, DIN, Date of Birth, Age, Occupation, Address, Nationality, Original Date of Appointment, Change in Designation and Term				Other Directorships in Companies
Name:		; Ms. Parry Kukreja
Designation:		: Managing Director
DIN:		:06649401
Date of Birth:		j February 3, 1983
Age:		142 Years
Occupation:		: Business
Address:		• 4/911, Jaffar Nawaz, Chand Plastic Corporation, Near iSubzi Mandi Pul, Saharanpur, Uttar Pradesh-247001, ; India		Clara Packing Solutions Limited
Nationality:		: Indian
Original Date of Appointment:		• September 09, 2021
Appointment as Managing Director:		: September 28, 2021
Term:		i Re-appointed as Managing Director with effect from • September 28, 2021 to September 27, 2026
Name:		i Mr. Nikhil Kukreja
Designation:		i Executive Director
DIN:		j06649387
Date of Birth:		i July 11, 1982
Age:		; 43 Years
Occupation:		i Business
Address:		; 4/911, Jaffar Nawaz, Chand Plastic Corporation, Near Subzi Mandi Pul, Saharanpur, Uttar Pradesh-247001, I India		Clara Packing Solutions Limited
Nationality:		j Indian
Original Date of Appointment:		j September 09, 2021
Appointment as Chief Financial Officer:		j September 28, 2021
Term:		j Re-appointed as Chief Financial Officer with effect from i September 28, 2021
Name:		; Ms. Priyanka Mediratta
Designation:		; Non-Executive Director
DIN:		;0930974
Date of Birth:		:June 1, 1980
Age:		; 45 Years
Occupation: Address:		i Service j Kothi No.9, Alka Puri, Dayal Bagh, Agra, Uttar Pradesh- i 282005, India		Clara Packing Solutions Limited
Nationality:		; Indian
Original Date of Appointment:		i September 09, 2021
Change in Designation to Non- Executive:		; September 28, 2021
Term:		; Liable to retire by rotation
Name, Designation, DIN, Date of Birth, Age, Occupation, Address, Nationality, Original Date of Appointment, Change in Designation and Term			Other Directorships in Companies
Name:	: Mr. Man Mohan Singh
Designation:	Independent Director
DIN:	:07790507
Date of Birth:	; January 25, 1945
Age:	i 79 Years
Occupation:	: Business
Address:	: 16 Bharat Vatika, Opp Transport Nagar, Dehradun Road, ; Saharanpur, Uttar Pradesh-247001, India
Nationality:	Indian
Original Date of Appointment:	: September 28, 2021
Term:	: Appointed as Independent Director with effect from September 28, 2021 to September 27, 2026
Name:	Mr. Avdesh Kumar Kamboj
Designation:	; Independent Director
DIN:	;09526364
Date of Birth:	January 2, 1987
Age:	i 39 Years
Occupation:	Business
Address:	: 6/302, Brijvihar, Bhuteswar Mandir Road, Saharanpur, Uttar Pradesh-247001, India
Nationality:	j Indian
Original Date of Appointment:	i September 28, 2023
Term:	i Appointed as Independent Director with effect from September 28, 2023 to September 27, 2028

CAUTIONARY STATEMENT

This Report contains forward-looking statements relating to the Companys objectives, projections, and expectations, which may differ materially from actual results due to economic conditions, market fluctuations, and changes in Government policies or regulations. The Company assumes no obligation to update or revise such statements in light of future developments.

ACKNOWLEDGEMENT

Your Directors express their sincere gratitude to the Ministry of Corporate Affairs and other Central and State Government authorities for their guidance and support. The Board also places on record its deep appreciation for the dedicated efforts of the Companys employees at all levels, whose commitment has been integral to the Companys performance and growth. Further, your Directors thank the Companys clients, vendors, bankers, and advisors for their continued trust and support.

In conclusion, your Directors thank the members of the Company for their continued support and confidence, and look forward to your ongoing patronage in achieving greater success.

	For and on behalf of the Board of Directors
	Sd/-
	Parry Kukreja
Place : Saharanpur	Managing Director
Date : September 06,2025	DIN: 06649401