Classic Electrodes India Ltd Directors Report

To,

To Shareholders,

CLASSIC ELECTRODES (INDIA) LIMITED

Your directors have pleasure to present the 29 th (Twenty-Nineth) Annual Report together with the Audited Statement of Accounts of CLASSIC ELECTRODES (INDIA) LIMITED (the Company) for the year ended March 31 st , 2026.

FINANCIAL PERFORMANCE

The financial results of the Company for the Financial Year 2025-26 as compared with the previous Financial Year are as under: (In lakhs)

Particulars	Financial Year ended 31/03/2026	Financial Year ended 31/03/2025
Revenue from Operations	24,296.52	20,579.49
Other Income	124.66	33.04
Total Income	24,421.18	20,612.53
Total Expenses	22,710.72	19,123.45
Profit/(loss) before Tax (EBT)	1,705.29	1,487.84
Provision for Income Tax		398.37
(i) Current Tax	428.12	(9.18)
(ii) Deferred Tax	13.14	(62.96)
(iii) Tax of Earlier Year
Net Profit/(Loss) After Tax	1,264.03	1,161.61
EPS	7.91	9.11

STATE OF THE COMPANYS AFFAIRS

The Company is engaged in the business of manufacturing, welding electrodes and offering engineering solutions to customers in India and abroad. Our company has been operating for 28 years and provides a wide range of products such as general-purpose, low alloy, low hydrogen, stainless steel, hard-facing, cast iron, non-ferrous, and low heat input electrodes, as well as cutting and gauging electrodes and MIG wires. There has been no change in the business of the Company during the financial year ended 31 st March, 2026.

The highlights of the Companys performance are as under:

i. Total Income: During the financial year ended 31 st March, 2026, the Company reported Total Income of 24,296.52 Lakhs, as against 20,579.49 Lakhs for the corresponding previous financial year ended 31 st March, 2025, representing a growth of 18.06%.

ii. Total Expenditure: During the financial year ended 31 st March, 2026, the Company incurred Total Expenditure of 22,710.72 Lakhs, as against 19,123.45 Lakhs for the corresponding previous financial year ended 31 st March, 2025, representing an increase of 18.76%.

iii. Profit Before Tax (PBT): Profit Before Tax for the financial year ended 31 st March, 2026 stood at 1,705.29 Lakhs, as against 1,487.84 Lakhs for the corresponding previous financial year ended 31st March, 2025, representing a growth of 14.87%.

iv. Net Profit After Tax (PAT): The Net Profit for the financial year ended 31 st March, 2026 stood at 1,264.03 Lakhs, as against 1,161.61 Lakhs for the corresponding previous financial year ended 31st March, 2025, representing a growth of 8.82%.

SHARE CAPITAL AND CHANGES THEREON

- The Authorised Share Capital as on 31 st March, 2026 was INR 20,00,00,000/- divided into 2,00,00,000 Equity Shares of INR 10/- each.

- The Paid up share capital as on 31st March, 2026 was INR 17,96,49,500/- divided into 1,79,64,950 Equity Shares of INR 10/- each.

Increase in Authorised Share Capital:

During the year under review, there has been no change in the Authorised share capital of the Company.

Increase in Paid Up Share Capital:

During the year, the Paid-up Share Capital of the Company increased from INR 13,19,37,500 (Rupees Thirteen Crore Nineteen Lakh Thirty-Seven Thousand Five Hundred only) to INR 17,96,49,500 (Rupees Seventeen Crore Ninety-Six Lakh Forty-Nine Thousand Five Hundred only), in the following manner:

a) During the year, the Company allotted 47,71,200 (Forty-Seven Lakh Seventy-One Thousand Two Hundred) Equity Shares of INR 10/- each through Initial Public Offer, vide Allotment Resolution dated 28th August, 2025.

LISTING INFORMATION

The Equity Shares in the Company are continued to be listed with on NSE EMERGE Platform w.e.f. 01 st September, 2025. The ISIN No. of the Company is INE0UQ601012.

RESERVES

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

DIVIDEND

To conserve the resources for future growth of the company, your directors do not propose any dividend for the current year.

UNCLAIMED DIVIDEND AND SHARES TRANSFERRED TO INVESTOR EDUCTION AND

PROTECTION FUND (IEPF):

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund (IEPF).

The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of IEPF. The Members whose dividend/ shares are transferred to the IEPF Authority can claim their shares/dividend from the IEPF Authority following the procedure prescribed in the IEPF Rules.

During the year under review, the Company was neither liable to transfer any amount to the Investor Education and Protection Fund (IEPF), nor was any amount remain unpaid.

DEPOSITS

The Company, during the year, has not invited/ accepted any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013, and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

However, during the financial year the Company has borrowed money(ies) from Banking Company, Public Financial Institution and any other Company, in pursuant to Rule 2(c)(viii),

2(c)(iv) and 2(c)(vi) of the Companies (Acceptance of Deposits) Rules, 2014, amended from time to time, and said amount is not being given out of funds acquired by him/them by borrowing or accepting loans or deposits from others.

INSURANCE

The properties/assets of the Company are adequately insured.

HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company at the beginning of the year, during the year or at the end of the year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 (the Act) form part of the Notes to the financial statements provided in this Integrated Annual Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFTER BALANCE SHEET DATE

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report except:

1. The Company has altered its Main Object by adding to manufacture, produce, process, buy, sell, import, export and deal in elastic rail clips, aluminium wire rods, cables and conductors and all types of steel wires and allied engineering and metal products to the existing object vide Resolution dated May 05, 2026, so that the new Object Clause is revised as follows:

To carry on business of manufacturers, smelters, processors, refiners, dealers, importers, exporters, stockists, agents, distributors, suppliers and traders of all kinds of welding electrodes, welding wires, welding cartridges and welding apparatus for manual, semi-automatic and automatic welding including welding transformers, welding rectifiers, stud-welding guns and all parts and accessories relating thereto and also to manufacture, produce, process, buy, sell, import, export and deal in elastic rail clips, aluminium wire rods, cables and conductors and all types of steel wires and allied engineering and metal products, and to carry on also the business of welding and mechanical engineers and contractors.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The company has established robust internal control systems to ensure the integrity of financial reporting, compliance with applicable laws, and the efficiency of operations. These controls are regularly reviewed and updated to adapt to changing business environments and regulatory requirements. The audit committee periodically reviews the adequacy and effectiveness of the internal controls and risk management processes.

The Company follows a robust Internal Audit process and audits are conducted on a regular basis, throughout the year. Mr. Ravi Shankar Choudhary, Kolkata was appointed as Internal Auditors for conducting the Internal Audit for the financial year 2025-26 to 2029-30 of key functions and assessment of Internal Financial Controls etc. The audit is based on an internal audit plan and approved by the Audit Committee.

STATUTORY AUDITORS AND AUDITORS REPORT

The Auditor, M/s. KPMR & ASSOCIATES, Chartered Accountants (FRN: 002504N), was appointed as the Statutory Auditor of the Company for a term of five consecutive years, commencing from 1st April 2024 and continuing until the conclusion of the Annual General Meeting to be held for the financial year ending 31st March 2029, in accordance with Section 139 of the Companies Act, 2013.

Further the observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

There are no qualifications or adverse remarks in the Auditors Report.

COST AUDITOR

In accordance with Section 148 of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records for the General Purpose Electrodes, Low Alloy Electrodes, Low Hydrogen Electrodes, Stainless Steel Electrodes, Hard Facing Electrodes, Cast Iron Electrodes, Non-Ferrous Electrodes, Low Heat Input Electrodes, Cutting and Gauging Electrodes, Mig Wires, etc., and the accounts and records are made and maintained accordingly by the Company.

M/s. Sohan Lal Jalan & Associates , Cost Accountants, Kolkata (FRN. 000521), were appointed as the Cost Auditors of the Company to conduct the audit of the Cost Accounting records for the financial year 2025-26. The Cost Audit Report for the financial year 2025-26 does not contain any qualification, reservation or adverse remark.

The Board of Directors of the Company, on the recommendation of the Audit Committee, has re-appointed M/s. Sohan Lal Jalan & Associate s, Cost Accountants, Kolkata (FRN. 000521), as the Cost Auditors of the Company, to conduct the audit of the Cost Accounting records for the financial year 2026-27, on the remuneration of 80,000/- (Rupees Eighty Thousand Only) plus applicable GST and reimbursement of travelling and out-of-pocket expenses at actuals.

As required under Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is to be ratified by the Shareholders. Therefore, the Board of Directors recommend the remuneration payable to M/s. Sohan Lal Jalan & Associates , Cost Auditors, for the financial year 2026-27, for ratification by the Members at the 29 th Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the provisions of secretarial audit were not applicable to the Company for the F.Y. 2024-25. Further, Company has appointed M/s. RSG & Associates & Associates , Practicing Company Secretaries, Howrah, effective from 05 th September, 2025; to undertake the Secretarial Audit of the Company from FY 2025-26 to FY 2029-30.

SECRETARIAL AUDIT REPORT & OBSERVATIONS

The Secretarial Audit Report of Secretarial Auditor is annexed herewith as Annexure I.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor.

VIGIL MECHANISM

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in Compliance with the provisions of Section 177 (10) of the Companies Act, 2013. The Policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

The policy is available on the website of the Company at https://classicelectrodes.com/policies/ .

The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on regular basis. The employees of the Company are made aware of the said policy at the time of joining the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure II and is incorporated herein by reference and forms an integral part of this report.

DIRECTORS / KEY MANAGERIAL PERSONNEL

? BOARD OF DIRECTORS:

The Composition of the Board of Directors of the Company as on 31.03.2026 are as follows:

Sr. No. Name	Designation
1. Mr. Sushil Kumar Agarwal	Managing Director
2. Mr. Ayush Agarwal	Executive Director
3. Mr. Hanuman Prasad Agarwal	Chairman and Non- Executive Director
4. Mr. Sunil Kumar Mittal	Executive Director
5. Mr. Nitesh Agarwal	Executive Director
6. Mr. Anoop Garg	Independent Director
7. Mr. Ankur Gupta	Independent Director
8. Mr. Niraj Jindal	Independent Director

RETIREMENT BY ROTATION:

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Provisions of retire by rotation of Directors is applicable to the Company, accordingly appointment of Mr. Sunil Kumar Mittal is proposed as director retirement by rotation in the 29 th AGM of the Company.

DETAILS OF BOARD MEETINGS

During the year, 13 (Thirteen) number of Board meetings were held.

Sr. No. Date of Board Meeting	Directors Present
	1. Mr. Sushil Kumar Agarwal
	2. Mr. Ayush Agarwal
	3. Mr. Hanuman Prasad Agarwal
	4. Mr. Sunil Kumar Mittal
1. 04.04.2025	5. Mr. Nitesh Agarwal
	6. Mr. Niraj Jindal
	7. Mr. Anoop Garg
	8. Mr. Ankur Gupta
	9. Ms. Sheetal Agarwal
	1. Mr. Sushil Kumar Agarwal
	2. Mr. Ayush Agarwal
	3. Mr. Hanuman Prasad Agarwal
	4. Mr. Sunil Kumar Mittal
2. 04.06.2025	5. Mr. Nitesh Agarwal
	6. Mr. Niraj Jindal
	7. Mr. Anoop Garg
	8. Mr. Ankur Gupta
	9. Ms. Sheetal Agarwal
	1. Mr. Sushil Kumar Agarwal
	2. Mr. Ayush Agarwal
	3. Mr. Hanuman Prasad Agarwal
	4. Mr. Sunil Kumar Mittal
3. 08.07.2025	5. Mr. Nitesh Agarwal
	6. Mr. Niraj Jindal
	7. Mr. Anoop Garg
	8. Mr. Ankur Gupta
	9. Ms. Sheetal Agarwal
	1. Mr. Sushil Kumar Agarwal
	2. Mr. Ayush Agarwal
	3. Mr. Hanuman Prasad Agarwal
	4. Mr. Sunil Kumar Mittal
4. 14.08.2025	5. Mr. Nitesh Agarwal
	6. Mr. Niraj Jindal
	7. Mr. Anoop Garg
	8. Mr. Ankur Gupta
	9. Ms. Sheetal Agarwal
	1. Mr. Sushil Kumar Agarwal
	2. Mr. Ayush Agarwal
	3. Mr. Hanuman Prasad Agarwal
	4. Mr. Sunil Kumar Mittal
5. 28.08.2025	5. Mr. Nitesh Agarwal
	6. Mr. Niraj Jindal
	7. Mr. Anoop Garg
	8. Mr. Ankur Gupta
	9. Ms. Sheetal Agarwal
	1. Mr. Sushil Kumar Agarwal
	2. Mr. Ayush Agarwal
	3. Mr. Hanuman Prasad Agarwal
	4. Mr. Sunil Kumar Mittal
6. 28.08.2025	5. Mr. Nitesh Agarwal
	6. Mr. Niraj Jindal
	7. Mr. Anoop Garg
	8. Mr. Ankur Gupta
	9. Ms. Sheetal Agarwal
	1. Mr. Sushil Kumar Agarwal
	2. Mr. Ayush Agarwal
	3. Mr. Hanuman Prasad Agarwal
	4. Mr. Sunil Kumar Mittal
7. 05.09.2025	5. Mr. Nitesh Agarwal
	6. Mr. Niraj Jindal
	7. Mr. Anoop Garg
	8. Mr. Ankur Gupta
	9. Ms. Sheetal Agarwal
	1. Mr. Sushil Kumar Agarwal
	2. Mr. Ayush Agarwal
	3. Mr. Hanuman Prasad Agarwal
	4. Mr. Sunil Kumar Mittal
8. 25.09.2025	5. Mr. Nitesh Agarwal
	6. Mr. Niraj Jindal
	7. Mr. Anoop Garg
	8. Mr. Ankur Gupta
	9. Ms. Sheetal Agarwal
	1. Mr. Sushil Kumar Agarwal
	2. Mr. Ayush Agarwal
	3. Mr. Hanuman Prasad Agarwal
	4. Mr. Sunil Kumar Mittal
9. 12.11.2025	5. Mr. Nitesh Agarwal
	6. Mr. Niraj Jindal
	7. Mr. Anoop Garg
	8. Mr. Ankur Gupta
	9. Ms. Sheetal Agarwal
	1. Mr. Sushil Kumar Agarwal
	2. Mr. Ayush Agarwal
	3. Mr. Hanuman Prasad Agarwal
	4. Mr. Sunil Kumar Mittal
10. 21.11.2025	5. Mr. Nitesh Agarwal
	6. Mr. Niraj Jindal
	7. Mr. Anoop Garg
	8. Mr. Ankur Gupta
	9. Ms. Sheetal Agarwal
	1. Mr. Sushil Kumar Agarwal
	2. Mr. Ayush Agarwal
	3. Mr. Hanuman Prasad Agarwal
	4. Mr. Sunil Kumar Mittal
11. 07.03.2026	5. Mr. Nitesh Agarwal
	6. Mr. Niraj Jindal
	7. Mr. Anoop Garg
	8. Mr. Ankur Gupta
	9. Ms. Sheetal Agarwal
	1. Mr. Sushil Kumar Agarwal
	2. Mr. Ayush Agarwal
	3. Mr. Hanuman Prasad Agarwal
	4. Mr. Sunil Kumar Mittal
12. 19.03.2026	5. Mr. Nitesh Agarwal
	6. Mr. Niraj Jindal
	7. Mr. Anoop Garg
	8. Mr. Ankur Gupta
	9. Ms. Sheetal Agarwal
13. 24.03.2026	1. Mr. Sushil Kumar Agarwal
	2. Mr. Ayush Agarwal
	3. Mr. Hanuman Prasad Agarwal
	4. Mr. Sunil Kumar Mittal
	5. Mr. Nitesh Agarwal
	6. Mr. Niraj Jindal
	7. Mr. Anoop Garg
	8. Mr. Ankur Gupta

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

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

b) the directors have 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 at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

CHANGES IN BOARD OF DIRECTORS &/or KEY MANAGERIAL PERSONNEL:

Following changes were occurred during the year in the composition of board of directors and key managerial personnel:

Sr. 1 Name of Director &/or KMP Ms. Sheetal Agarwal	Effective Date of Change 19.03.2026	Nature of Change Resignation	Change of Designation -	Designation Independent Director

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual directors, including the chairperson of the Board. The Exercise was carried out through a structured evaluation process covering the various aspects of the

Boards functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the independent directors was carried out by Board, except the independent director being evaluated and the evaluation of chairperson and the non-independent directors were carried out by the independent directors.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining, qualifications, positive attributes and independence of a director and also a policy for remuneration of directors, key managerial personnel and senior management. The policy is available at the website of company at https://classicelectrodes.com/policies/

DECLARATION BY INDEPENDENT DIRECTORS:

Your Company had received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

Independent Directors are familiarized with their roles, rights and responsibilities as well as with the nature of industry and business model through induction program at the time of their appointment as

Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

COMMITTEES OF THE BOARD

Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has four (4) Committees viz., Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholder Relationship Committee to investigate various aspects for which they have been constituted. The Board fixes the terms of reference of Committees and delegate powers from time to time.

AUDIT COMMITTEE

The Audit Committee comprises of non-executive Independent Director and Non-Executive Director as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2025-26, Three (3) meetings of audit committee held on 08.07.2025, 05.09.2025 and 12.11.2025.

The Composition of Audit Committee and the details of meetings attended by members during the year are given below.

Name of the Director	Status in the Committee	Nature of Directorship	No. of committee Meetings Held & Entitled to Attend	No. of committee Meetings Attended
Mr. Ankur Gupta	Chairman	Independent Director & Chairman	3	3
Mr. Anoop Garg	Member	Independent Director	3	3
Mr. Hanuman Prasad Agarwal	Member	Non-Executive Director	3	3

RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Independent Directors and Non-executive Director as its member The Chairman of the Committee is an Independent Director.

During the Financial year 2025-26, Two (2) meeting of the Nomination and Remuneration Committee were held on 04.04-2025 and 05.09.2025.

The Composition of Nomination and Remuneration Committee and the details of meetings attended by members during the year are given below.

Name of the director	Status in the committee	Nature of directorship	No. of committee meetings held & entitled to attend	No. of committee meetings Attended
Mr. Anoop Garg	Chairman	Independent Director & Chairman	2	2
Mr. Ankur Gupta	Member	Independent Director	2	2
Mr. Hanuman Prasad Agarwal	Member	Non-Executive Director	2	2

STAKEHOLDER RELATIONSHIP COMMITTEE

The stakeholder relationship committee comprises Non-executive Director, and Two Independent Director as its member The Chairman of the Committee is a Non-Executive Director.

During the Financial year 2025-26, One (1) meeting of Stakeholder Relationship Committee was held on 05-09-2025.

The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the year are given below:

Name of The Director	Status In the Committee	Nature of Directorship	No. of Committee Meetings Held & Entitled to Attend	No. of Committee Meetings Attended
Mr. Ankur Gupta	Chairman	Independent Director & Chairman	1	1
Ms. Sheetal Agarwal	Member	Non-Executive Director	1	1
Mr. Hanuman Prasad Agarwal	Member	Non-Executive Director	1	1

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility committee comprises Non-Executive Director and two Independent Director as its member The Chairman of the Committee is Independent Director.

During the Financial year 2025-26, One (1) meeting of Corporate Social Responsibility Committee were held on 05-09-2025.

The Composition of Corporate Social Responsibility Committee and the details of meetings attended by the members during the year are given below:

Name of the Director	Status in the Committee	Nature of Directorship	No. of Committee Meetings Held & Entitled to Attend	No. of Committee Meetings Attended
Mr. Anoop Garg	Chairman	Independent Director & Chairman	1	1
Mr. Ankur Gupta	Member	Independent Director	1	1
Mr. Hanuman Prasad Agarwal	Member	Non-Executive Director	1	1

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

a. aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

b. number of shareholders who approached listed entity for transfer of shares from suspense account during the year: Nil

c. number of shareholders to whom share were transferred from suspense account during the year: Nil

d. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil

e. voting rights on shares which remain frozen till the rightful owner of such shares claims the shares:

Nil

PARTICULAR OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as Annexure III and forms part of this Report.

Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016 none of the employees of the Company are in receipt of remuneration exceeding Rs. 1,02,00,000/- per annum, if employed for whole of the year or Rs. 8,50,000/- per month if employed for part of the year.

Further, the names of top ten employees in terms of remuneration drawn are disclosed in Annexure IV and forms part of this Report.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided stock options to any employee.

MATERIAL CHANGES DURING THE YEAR

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report, except as mentioned below:

? The Company acquired 18.89% shareholding, comprising 15,00,000 (Fifteen Lakh) equity shares of 10/- each, pursuant to a preferential issue made by M/s. HM Power and Cables Private Limited on 27th November, 2025, as part of the Companys approved investment.

? The Company further acquired 3.06% shareholding, comprising 4,60,000 (Four Lakh Sixty Thousand) equity shares of 10/- each, pursuant to a preferential issue made by M/s. HM Power and Cables Private Limited on 31st March, 2026, as part of the Companys approved investment.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board from time to time to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to notes to the financial statements for detailed related parties transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members/ Shareholders have been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee.

The form AOC- 2 is attached as Annexure V with this report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as follows:

Conservation of energy-

Although the Companys operations are not energy-intensive, it remains committed to adopting measures that promote energy efficiency and sustainability. Significant steps are undertaken to reduce energy consumption through the use of energy-efficient equipment and adoption of best practices. Power consumption patterns are periodically reviewed across all operational locations, and necessary process improvements or technological upgrades are implemented to optimize energy usage and achieve cost savings.

While energy expenses constitute only a small proportion of the Companys overall operational costs, energy conservation is treated as a priority. The management actively encourages all employees and workers to contribute to this initiative by adopting energy-saving practices in their day-to-day activities.

Technology absorption-

i. The efforts made towards technology absorption: The Company has consistently focused on adopting advanced engineering practices, modern construction techniques, and digital project management tools to improve operational efficiency and quality. Continuous upgradation of machinery and equipment, integration of software-based design systems, and implementation of safety-enhancing technologies have been key priorities.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution;

? Enhanced project execution efficiency and adherence to timelines. ? Improved quality, reliability, and durability of welding-electrode. ? Reduction in operational costs through process optimization. ? Development of innovative solutions tailored to client requirements.

iii. In case of imported technology- The Company has not imported any technology during the year;

iv. The expenditure incurred on Research and Development. The Company has not expended any expenditure towards Research and Development during the year.

Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are as follows:

Particulars	Current Year	Previous Year
	(2025-26) (Rs.)	(2024-25) (Rs.)
C.I.F. Value of Imports	-	1,56,14,872
F.O.B. Value of Exports	8,53,358	8,31,500

SEXUAL HARASSMENT

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The summary of sexual harassment complaints during the financial year is as follows:

Particulars	Nos.
Number of complaints of sexual harassment received	0
Number of complaints disposed of during the year	0
Number of cases pending for more than 90 days	0

The Company is committed to provide a safe and conducive work environment to its employees during the year under review. The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

MATERNITY BENEFIT

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

The summary of maternity benefit-related records for the financial year is as follows:

Particulars	Nos.
Number of women employees working	3
Number of women employees eligible for Maternity Benefit	0
Number of women employees who availed Maternity Benefit	0

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2025-26.

INVESTOR GRIEVANCES REDRESSAL STATUS

During the Financial Year 2025 26, the Company has not received any complaint/query from shareholders through various channels including the SEBI SCORES platform. All complaints were resolved promptly and satisfactorily. As on March 31, 2026, there were no pending complaints.

A summary of shareholder complaints is provided below:

Particulars	Nos.
Number of Complaints Received at the Beginning of the Financial Year	0
Number of Complaints at the Received During Financial Year	0
Number of Complaints at the Resolved During Financial Year	0
Number of Complaints Pending at the End of the Financial Year	0

ANNUAL RETURN

Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at www.classicelectrodes.com

CORPORATE GOVERNANCE REPORT

The Company has listed its specified securities on the NSE EMERGE Platform therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V are not applicable to the Company. Hence, the said report is not applicable to your company.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year ended March 31, 2026, the Company incurred CSR contribution of INR 21,38,417/- (Rupees Twenty-One lakh Thirty-Eight thousand Four Hundred Seventeen Only). The CSR initiatives of the Company were under the area of Promoting Education Activity, Education & Literacy, Health & Family Welfare and Eradicating hunger, poverty, Agriculture and Rural Development & Poverty Alleviation.

Further, the information pursuant to Section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure VI outlining the main initiatives during the year under review. Further, your Company has obtained certificate from Chief Financial Officer as required under Section 135, of the Companies Act, 2013.

CSR Policy of the Company the CSR Policy of the Company is available on the website of the Company at CORPORATE-SOCIAL-RESPONSIBILITY-POLICY001.pdf

The projects that will be undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013.

PREVENTION OF INSIDER TRADING

Your company has adopted the Code of Conduct on Prohibition of insider trading and Code of Conduct for Directors and Senior Management Personnel for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.

INDUSTRIAL RELATIONS

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals which impact the going concern status and companys operations.

OTHER REGULATORY REQUIREMENT

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companys operations in future.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no applications which are made by or against the company under The Insolvency and Bankruptcy Code, 2016 during the year.

ACKNOWLEDGEMENT

Your directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. members, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

By Order of the Board of Directors of
CLASSIC ELECTRODES (INDIA) LIMITED
Registered Office: 1A, Bonfield Lane,
Kolkata, West Bengal, India, 700001

Sd/-	Sd/-
Sushil Kumar Agarwal	Hanuman Prasad Agarwal
Managing Director	Director
DIN: 01475718	DIN: 00654218

Date:	5 th September, 2026