Your Directors' have pleasure in presenting the 22nd Annual Report on the business & operations of the Companytogether with Audited Financial Statements of the Company for the financial year ended on 31st March, 2025.
FINANCIAL HIGHLIGHTS:
Particulars
March 31, 2025
March 31, 2024
Revenue from operations
17,218.41
18,887.39
Other Income
198.36
228.72
Total Income
17,416.77
19,116.11
Less: Expenses (excluding FinanceCost, Depreciation & Amortisation)
15,700.13
17,068.23
Profit/(Loss) before Interest, Depreciation,Tax and Amortization (EBITDA)
1,716.64
2,047.88
Less: Finance Cost
160.82
167.56
Less: Depreciation & Amortization
232.83
223.91
Profit/(Loss) before Taxation (pbt)
1,322.99
1,656.41
Less: Extraordinary Items
-
Less: Tax Expenses (including Deferred Tax)
345.38
383.37
Less: Prior Period Expenses
20.60
Profit/(Loss) after Taxation (pat)
977.61
1,252.44
This year was marked by a challenging business environment, primarily driven by a decline in market realizations for finished products inthe iron and steel sector. This had a direct impact on the Company's financial performance during the year under review.
Despite concerted efforts to optimize operational efficiency and control costs, the Company witnessed a moderation in key financialmetrics. Highlights of the Company's financial performance for the year ended March 31,2025 are as under:
• Total Revenue from Operations for the year has decreased by 8.84% to fl7,218.41 Lakhs from fl8,887.39 Lakhs as compared toprevious Financial Year.
• EBITDA for the year has decreased by 16.17% to fl,716.64 Lakhs as compared to EBITDA of f2,047.88 Lakhs achieved in previousFinancial Year.
• Profit after Tax (PAT) has decreased by 21.94% to f977.61 Lakhs as compared to net profit of SI,252.44 Lakhs in previousFinancial Year.
• Operating Expenses has decreased by 8.02% to SI,716.64 Lakhs as compared to Operating Expenses of S2,047.88 incurred inprevious Financial Year.
While the year presented substantial headwinds, the Company remained committed to strengthening its operational resilience,enhancing productivity, and maintaining a strong focus on long-term value creation. Strategic initiatives to improve product mix anddiversify markets.
Management is optimistic about the sector's recovery and confident in the Company's ability to overcome challenges and seize newopportunities in the years ahead.
The Company is actively pursuing a strategic expansion aimed at enhancing existing operations, installing new plants, andintroducing new product lines. The expansion is designed to increase production capacity, improve operational efficiency,strengthen market presence and positioning the Company for long-term growth.
Key Highlights of Our Expansion and Diversification Initiatives:
r ^
Capacity
r
Facilit
L
y
Existing
Proposed
Total
J
Sponge Iron (DRl)
72,000 TPA
1,15,500 TPA
1,87,500 TPA
Induction Furnace to manufacture Billets(SMS)
1,98,000 TPA
Submerged Arc Furnace to manufactureFerro Alloys
39,204 TPA
Captive Power Plant (CPP)
12 MW (WHRB)
30 MW
18 MW (AFBC)
During the Financial Year 2024-25, your Company undertook and navigated significant developments under itsambitious expansion project, aligning with its long-term vision of scaling capacity, diversifying products, andimproving operational efficiency.
• Plant Layout Approval was granted by MIDC in August 2023.
• Environmental Clearance and other statutory approvals were received in March 2024.
Further, post closure of the financial year, the Company received its 1st Consent to Operate (Part l) from theMaharashtra Pollution Control Board (MPCB) on 18th April 2025, amalgamated with the existing consent.
Facility
Approved Capacity
Sponge Iron
MS Billets
1,48,500 TPA
Ferro Manganese / Silico Manganese / Pig Iron / Ferro Silicon
29,403 TPA
Fly Ash Bricks
1,00,000 Units per Annum
Power - WHRB
12 MW
Power - AFBC
18 MW
Total Power Generation
While the original Date of Commencement of Commercial Operations (DCCO) was planned for April 2024, thefollowing factors led to a revised DCCO of April, 2025:
• A six-month delay in loan disbursement.
• Extended monsoon conditions, causing construction delays of 3 months.
• Trial run and commissioning activities, requiring an additional 3 months.
The Company proactively engaged with its lender, State Bank of India (SBl), which formally approved the revised DCCOwith a 12-month deferment in repayment schedule, vide letter dated 09th October, 2024.
The project cost was revised upwards from t?296 crore to t?396 crore, primarily due to:
• Upgrading Captive Power Plant capacity from 24 MW to 30 MW.
• Reconfiguring the Billet Furnace from 3 furnace of 20 MT (each) per day to 4 furnace of 15 MT (each) per day.
• Shifting from Cast Iron to Ferro Alloys production, involving higher infrastructure and environmental compliance costs.
The cost overrun was managed through
• Internal accruals,
• Promoter & group company support through unsecured loans,
• Efficient cash flow realignment.
(Amount: S In Crl
Original Proposed Capex
Revised Proposed Capex
Sponge Iron (DRl Plant)
60.40
73.55
Induction Furnace to manufacture Billets (SMS Plant)
47.09
64.55
Submerged Arc Furnace to manufacture Ferro Alloys/cast Iron
15.36
32.25
Captive Power Plant (cpp)
136.15
178.15
Total Direct Capex
259.00
348.50
Interest During Construction
12.00
18.50
Preliminary & Pre-Operative Expense
16.00
Margin for WC
13.00
Total Project Cost
296.00
396.00
To support the revised scope and scale, the Company received enhanced credit facilities from t?210 Crores to t?335Crores and revised sanction terms from SBl.
• Total Overall fund-based limits increased from SI95 crore to t?300 crore.
• Fund-based working capital limits (sub-limit) increased from t?15 crore to SI20 crore.
• Non-fund-based limits increased from t?15 crore to t?35 crore, ensuring financial flexibility.
This enhancement aligns with our growth strategy and strengthens our financial position, ensuring seamlessexecution of expansion plans.
We are pleased to confirm that commercial operations for all approved facilities have successfully commenced.On 18th April 2025, the Company officially launched production across several verticals, as communicated to NSE.
The key commissioned facilities and capacities are:
Product
New Capacity Commissioned
29,403 TPA (OUT OF 39,204 TPA PLANNED)
Power Generation (WHRB AFBC)
FY 2024-25 marked a pivotal year in the transformation journey of Chaman Metallics Limited. Despite initialsetbacks, we successfully navigated regulatory, financial, and operational challenges to bring the expansionproject to execution. With production now underway and enhanced capacities across core product lines, theCompany is under process to be well-positioned for sustained growth and value creation in the coming years.
The Directors of your Company has decided to retain the profits earned by the Company and use the same for futuredevelopment of the Company, therefore the Board has not recommended any dividend for the financial year ended on31st March, 2025.
The Company has not transferred any amount to reserves during the year under review.
There is no change in the capital structure of the company during the year under review.
The details of the Share Capital as on 31st March, 2025 are as under:
a. Authorised Share Capital: The authorised capital of the Company is e?25,00,00,000/- (Rupees Twenty-Five CroreOnly) divided into 2,50,00,000 (Two Crore Fifty Lakh Only) equity shares of fflO/- each.
b. Paid-Up Share Capital: The paid-up share capital at the end of the financial year was ^24,13,47,640/- (RupeesTwenty-Four Crore Thirteen Lakh Forty-Seven Thousand Six Flundred and Forty Only) divided into 2,41,34,764 (Two CroreForty-One Lakh Thirty-Four Thousand Seven Hundred and Sixty-Four) equity shares of fflO/- each.
However following changes has been made in capital structure of the Company after Financial year 2024-25:
The Board has approved and recommended to Members for approving the increase in Authorised Share Capital of theCompany has from e?25,00,00,000/- (Rupees Twenty-Five Crore Only) to eT75,00,00,000/- (Rupees Seventy-Five CroreOnly).
Your Company has raised a total of e?2,421.36 Lakh from Initial Public Offer (IPO) during the Financial Year 2022-23.
The proceeds realized by the Company from the IPO were utilized in accordance with the objectives outlined in theCompany's Prospectus. The details of the total IPO proceeds allocated and utilized are as follows:
S. No.
Funds Allocated
Funds Utilised
1.
To meet Working Capital Requirements
1,650.00
2.
General Corporate Purpose
577.36
3.
IPO Expenses
194.00
2,421.36
The Company does not have any Subsidiary, Joint Venture or Associate Company during the Financial Year 2024-25.
During the year under review, your Company approached to Acuite Ratings & Research Limited (Acuite) to review theratings assigned. Thereafter, Acuite has duly reaffirmed credit ratings assigned to the Company on 25th July, 2024which are given hereunder:
Facility/instrument
Rating
Long Term Bank Facilities
ACUITE A- (A Minus) (Outlook: Stable)
Short Term Bank Facilities
ACUITE A2 (A Two Plus)
There is no change in the Directors and Key Managerial Personnel of the Company during the year under review.Composition of Board:
The Board consists of Executive and Non-Executive Directors, including Independent Directors who are having wideand varied experience in different disciplines of corporate functioning.
As on 31st March, 2025, the Board constitutes of the following Directors:
Name of Director
DIN
Designation
i.
Chetan Kumar Agrawal
00748916
Chairman & Managing Director
Ramesh Kumar Agrawal
00748853
Non-Executive Director
Keshav Kumar Agrawal
02460958
Joint Managing Director
4.
Ranjeet Singh Thakur
01634319
Independent Director
5.
Sumit Dahiya
09685509
6.
Disha Keshariya
09621345
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Keshav Kumar Agrawal (DIN: 02460958)is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself forre-appointment.
The Company has received the necessary declarations from the Independent Directors as required under Section 149(7)of the Companies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations),confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and that of SEBI LODRRegulations. Independent Directors comply with the Code of Conduct prescribed under Schedule IV of the CompaniesAct, 2013.
The Board of the Company after taking these declarations on record and acknowledging the accuracy of the same,concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience(including the proficiency) to qualify as Independent Directors of the Company. Further, all the Company's IndependentDirectors have registered themselves with the Independent Director's Databank maintained by the Indian Institute ofCorporate Affairs (lICA).
The Nomination and Remuneration Committee has formulated criteria for evaluation of the performance of the each of thedirectors of the Company. On the basis of said criteria, the Board and all its committees and directors have beenevaluated by the Board of Directors and Independent Directors of the Company.
There were 6 (six) Board Meetings duly convened during the financial year 2024-25 on following dates:
Date of Board Meeting
No. of Directors entitled toattend meeting
No. of Directors present
30th April, 2024
6
30th July, 2024
02nd September, 2024
5
24th October, 2024
09th January, 2025
21st March, 2025
The necessary quorum was maintained in all the said meetings and proceedings during themeetings have been duly recorded in minute's book maintained for the purpose.
The attendance of the Members of the Board is as under:
Name of the Director
Number of board meetingsentitled to attend
1
Number of board meetingsattended
Mr. Ramesh Kumar Agrawal
Mr. Chetan Kumar Agrawal
Mr. Keshav Kumar Agrawal
Mr. Ranjeet Singh Thakur
Mr. Sumit Dahiya
Ms. Disha Keshariya
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India onMeetings of the Board of Directors and General Meetings.
The Board has constituted various statutory committees in compliance with the requirements of the Companies Act,
2013 and the SEBI Listing Regulations.
The Board has 4 (Four) Committees as of 31st March, 2025:
a. Audit Committee.
b. Nomination and Remuneration Committee.
c. Stakeholders' Relationship Committee.
d. Corporate Social Responsibility Committee.
The committees consist of requisite majority of Directors comprising Independent and non-independent directors.
Details of all the Statutory Committees along with their composition and meetings held during the year are provided inAnnexure 01 to this report.
The statement of disclosure of Remuneration under Section 197(12) of the Act read with the Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") is provided in Annexure 02 to this report.
Your Company endeavours that its Nomination & Remuneration Policy should represent the mode in which the Companycarries out its business practices i.e. fair, transparent, inclusive and flexible. As part of the policy, the Company strives toensure that:
a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of thequality required to run the Company successfully.
b. Relationship between remuneration and performance is clear and meets appropriate performance benchmarks.
c. Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed andincentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and itsgoals.
a. Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee
i.e., Size and composition of the Board, criteria to recommend Directors to the Board, Succession Plans, Evaluation ofPerformance, Remuneration Framework.
b. Policy for appointment and removal of Directors, KMP and Senior Management - Ascertain appointment criteria andqualifications, term and tenure of Directors, process/framework for their removal and retirement.
c. Policy relating to the remuneration for Directors, KMP and Senior Management and other employees
d. Policy Review
The Nomination and Remuneration Policy of the Company has been updated on 26th July, 2022 to keep in line inaccordance with the SEBI Listing Regulations and is available on the website of the Company and can be viewed on thewebsite on the link: https://www.cmlararoup.com/uploads/investors/l723039888omination-&-Remunera tion-Policv.pdf.
In terms of Section 134(5) of the Companies Act, 2013, the Directors would like to state that:
a. In the preparation of the annual accounts, the applicable accounting standards have been followed and there hasbeen no material departures in applying them;
b. The directors have selected such accounting policies and applied them consistently and made judgments andestimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company atthe end of the financial year and of the Profit of the Company for that period;
c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d. The directors have prepared the annual accounts on a going concern basis;
e. The Directors have laid down proper internal financial controls to be followed by the Company and that suchfinancial controls are adequate and were operating effectively; and
f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively
The Company strongly believes that sustainable community development is essential for harmony between thecommunity and the industry. The Company endeavours to make a positive contribution especially to theunderprivileged communities by supporting a wide range of socio-economic, educational and health initiatives.
The Board has duly constituted and approved the powers, role and terms of reference of the Corporate SocialResponsibility (CSR) Committee in its meeting held on 30th November, 2021, in accordance with the provisions of Section135 of the Companies Act, 2013. The CSR Committee of the Company oversees the implementation of CSR Policy of theCompany.
The Board in line with the provisions of the Act and on the recommendations of the CSR Committee, the Board of Directorshas approved the Corporate Social Responsibility Policy of the Company and the same is available on the website of theCompany at https://www.cmlararoup.com/uploads/investors/l723039954SR-Policv.pdf
The disclosure regarding the Composition of Committee and its meetings held during the year 2024-25 are providedabove in Annexure 01 to this report.
The Annual Report on CSR Activities undertaken by the Company is annexed herewith as Annexure 03 to this report.
Statutory Auditors:
Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, the Audit Committee and Board ofDirectors of the Company had reappointed M/s. O.P. Singhania and Co., Chartered Accountants, Firm Regn. No. 002172C asStatutory Auditors of the company for the period of second term of five consecutive Financial Years from the conclusion ofAnnual General Meeting held in the year 2024 to the conclusion of Annual General Meeting to be held in the year 2029 afterobtaining a certificate from M/s. O.P. Singhania and Co. to the effect that if their appointment is made, the same would bewithin the limits prescribed under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified for re¬appointment and also satisfies the criteria as mentioned under Section 141 and they have obtained peer review certificateas required under SEBI Guidelines for appointment of Statutory Auditors of listed companies.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit)Amendment Rules, 2014, M/s Sanat Joshi & Associates has been appointed as cost auditors for conducting Cost Audit forthe Financial Year under review.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 M/s.SRKN and Associates, Chartered Accountants are the Internal Auditors of the Company for the Financial Year under review.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, the Company has appointed CS Amit Dharmani, Practicing Company Secretary, (CPNo.: 18179) to undertake the Secretarial Audit of the Company.
Statutory Audit:
There is no qualifications, reservations, adverse remarks or disclaimers given by the Statutory Auditors of the Company, in their auditreport on the financial statements of the Company for the financial year ended 31st March, 2025 and hence it does not require anyexplanations or comments by the Board.
Frauds reported by the Auditors:
No frauds have been reported by the Auditor during the Financial Year 2024-25.
Secretarial Audit:
The Secretarial Audit Report received from the Secretarial Auditor of the Company for the Financial Year 2024-25 is annexed herewithas Annexure 04.
There are no qualifications, reservations, adverse remarks or disclaimers in the Secretarial Auditor's Report on secretarial and otherapplicable legal compliances to be made by the Company for the Financial Year 2024-25 and hence does not require anyexplanations or comments by the Board.
PARTICULARS OF LOAN, GUARANTEES, SECURITIES OR INVESTMENTS:
The particulars of investments made and loans given by the Company as covered under the provisions of Section 186 of theCompanies Act, 2013 are given in the Financial Statements (Ref. Notes 14 and 15). Your Company has not extended corporate guaranteeon behalf of any other Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All related party transactions that were entered into by the Company during the year under review were on arm's length basis andwere in the ordinary course of business. There are no materially significant related party transactions made by the Company withpromoters, directors, key managerial personnel or other related parties which may have a potential conflict with the interest of theCompany at large.
Further, during the year, the Company has not entered into any contract or arrangement with related parties which could beconsidered 'Material'. Flence the information as required under Section 134(3)(h) of the Companies Act, 2013 in the prescribed FormAOC-2 is not applicable. The related party disclosures as specified in Para A of Schedule V read with Regulation 34(3) of the ListingRegulations are given in the Financial Statements.
POLICY ON MATERIALITY OF RELATED PARTY TRANSACTIONS AND ON DEALING WITH RELATED PARTY TRANSACTION:
The Board of Directors has adopted a Materiality of Related Party Transactions and on Dealing with Related Party Transactioninaccordance with the provisions of the Companies Act, 2013 and the rules framed thereunder, read with Regulation 23 of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015.
The policy provides a framework for identifying, reviewing, approving, and disclosing Related Party Transactions undertaken by theCompany, in order to ensure transparency and compliance with statutory requirements. All RPTs are placed before the AuditCommittee for prior approval, and where applicable, before the Board of Directors and shareholders for their consideration andapproval, in accordance with the applicable laws.
The Policy on Related Party Transactions is available on the Company's website at the following link:https://cmlararoup.com/uploads/investors/l750427130PT-Policv.pdf
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has an internal control system commensurate with the size, scale and complexity of its operations. The scope andauthority of Internal Audit functions have been defined in the Internal Audit scope of work to maintain its objectivity and independence.
The Internal Audit department monitors and evaluates the efficacy and adequacy of internal control system in the Company, itscompliance with operating system, accounting procedures and policies of the Company.
Based on the report of the Internal Auditors, process owners undertake corrective actions in their respective areas and therebystrengthen the control. Significant Audit observations and corrective actions thereon are presented to the Audit Committee of theBoard.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal & financial controls with reference to financial statements. During the year,such controls were tested and no reportable material weakness in the design or operations were observed.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, aseparate management discussion and analysis report which forms an integral part of this Report is given as Annexure 05to this report.
CHANGES IN THE NATURE OF BUSINESS:
There is no change in the nature of business of the Company during the financial year under review.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position of the Company since the end ofthe financial year i.e., 31st March, 2025, up to the date of this report.
BUSINESS RISK MANAGEMENT:
The Company has Risk Management Policy but the elements of risk threatening the Company's existence are veryminimal. Pursuant to Section 134(3)(n) of the Companies Act, 2013, at present the Company has not identified any elementof risk which may threaten the existence of the Company.
DEPOSITS:
The Company has not accepted any deposit within the ambit of Section 73 of the Companies Act, 2013 and the Companies(Acceptance of Deposit) Rules, 2014.
MAINTENANCE OF COST RECORDS:
The Company is required to maintain cost records of the Company as specified under Section 148(l) of the CompaniesAct, 2013. Accordingly, the Company has properly maintained cost records and accounts.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013:
The Company has in place a Policy on Prevention and Resolution of Sexual Harassment at Workplace in line with therequirements of the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013(POSH Act). The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment.
All women employees (Permanent, Contractual, Temporary, Training) as well as women who visit the premises of theCompany for any purpose are covered under this Policy and are treated with dignity with a view to maintain a workenvironment free of sexual harassment whether physical, verbal or psychological.
The details of the number of complaints pending, filed and their disposal during the period under review are as follows:
Status
Number of complaints of Sexual Harassment received in theYear
Nil
Number of Complaints disposed off during the year
Number of cases pending for more than ninety days
i. Steps taken for conservation:
Your Company recognizes the crucial importance of energy conservation and give due importance to thereduction of power consumption in its manufacturing process. To this end, the Company is making every effortensure the optimal use of energy, minimize waste and enhance efficiency:
a. Adoption of Energy-Efficient Equipment: The Company is investing in energy-efficient equipment thatleverages the latest technologies to maximize energy use and reduce waste.
b. Installation of a 30 MW Power Plant: The proposed 30 MW power plant, which will include a 12 MW Waste HeatRecovery Boiler (WHRB) and an 18 MW Atmospheric Fluidized Bed Combustion (AFBC) unit is designed tosignificantly cut down on our reliance on grid power, thereby reducing both high power and fuel expenses.Currently the construction of civil structure for the plant is largely completed and erection process hascommenced.
c. Optimization of Resource Utilization: By generating our own power, we aim to achieve the most efficient use ofour resources and reduce operational costs associated with energy consumption.
ii. Steps taken for utilizing alternate sources of energy: After the closure of Financial Year under review, theCompany has installed power plant as mentioned above.
iii. Capital investment on energy conservation equipments: During the year under review, the Company has notinvested in any energy conservation equipment.
i. Efforts made for technology absorption:
The Company has taken any major action for absorbtion of any new technology during the financial year underreview.
ii. Benefits derived like product improvement, cost reduction, product development or import substitution: Nil
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Nil
a. the details of technology imported; the Year of import
b. Whether imported technology fully absorbed
c. If not fully absorbed, areas where absorption of imported technology has not taken place, if any.
d. Expenditure on Research & Development, if any:
iv. There was no expenditure incurred on research and development during the year under review.
DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:
There are no applications made during the financial year 2024-25 by or against the company and there are no proceedingspending under the Insolvency and Bankruptcy Code, 2016.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:
No significant or material orders have been passed by the regulators/court under the Companies Act, 2013 which wouldimpact the going concern status of the Company and its future operations.
ANNUAL RETURN:
In accordance with the Companies Act, 2013, the annual return in the prescribed format is placed on the website of theCompany and can be accessed at the web link: https://www.cmlararoup.com/investors.php?invest=9.
VIGIL MECHANISM (WHISTLE BLOWER POLICY):
The Board of Directors have established 'Vigil Mechanism/whistle Blower Policy' and 'Code of Conduct' for the directors &employees of the Company as required under the provisions of Sec. 177 of the Companies Act, 2013 read with Rule 7 of theCompanies (Meeting of Board and its powers) Rules, 2014.
By virtue of Whistle Blower Policy, the Directors and Employees of the Company are encouraged to escalate to the level of theAudit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders inany way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conductand to open communication and to provide necessary safeguards for protection of Directors or employees or any otherperson who avails the mechanism from reprisals or victimization, for whistle blowing in good faith. This policy also allows thedirect access to the Chairperson of the Audit Committee.
The said policy has been properly communicated to all the directors and employees of the Company through the respectivedepartmental heads and the new employees are being informed about the Vigil Policy by the Human Resources Departmentat the time of their joining.
The Company has not reported any complaints under Vigil Mechanism. Details of establishment of the Vigil Mechanism canbe viewed on the Company's website at https://www.cmlararoup.com/uploads/ investors/l723040126iail-Mechanism-Policv.pdf.
DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THEVALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Your company has not made any one-time settlement with any of its lenders.
MATERNITY BENEFIT:
Your Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended allstatutory benefits to eligible women employees during the year.
POLICIES ADOPTED BY THE COMPANY:
The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and SEBIRegulations are available for the access at the website of the Company at https://www.cmlararoup.com/ investors.php?invest=2.
Code of Conduct of Board of Directors & Senior Management:
The Board of Directors has laid down a Code of Conduct, for better transparency and Accountability for all the Board Membersand Employees of the Company. All the Board members and senior management personnel have confirmed with the code asprovided under Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015, the members of the Board of Director and Senior Management have affirmedcompliance with code of conduct of Board of Directors and Senior Management during the financial year 2024-25 and aDeclaration in this regard is attached as Annexure 06.
It describes their responsibility and accountability towards the company which is available for the access at the website ofthe Company at https://www.cmlararoup.com/uploads/investors/l723040035ode-of-Conduct for-Board-and-Senior-Manaaement.pdf.
The Board of Directors has laid down a Policy for Determination & Disclosure of Materiality of Events and Information, themanagement of the company determines the material events of the company in accordance with this policy anddiscloses them for the investors. The policy is available for access at the website of the Company athttps://www.cmlararoup.com/uploads/investors/l723040099olicv-for-Determination-and-Disclosure-of-Materialitv-of-Events-and-lnformation.pdf.
The Board of Directors of the Company has duly adopted Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information and Code of Conduct for Prohibition of Insider Trading, pursuant to the provisionsof Regulation 8 (Code of Fair Disclosure) and Regulation 9 (Code of Conduct), respectively, of the SEBI (Prohibition ofInsider Trading) Regulations, 2015 and the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.
The aforesaid codes have been adopted with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in the Company's shares, in excess of limitsprescribed and prohibits the purchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company and during the period when the TradingWindow is closed. The Company Secretary & Compliance Officer is responsible for implementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with the Code.
The Company has framed policy relating to Appointment of Independent Directors. The policy is available for access at thewebsite of the Company at https://www.cmlararoup.com/uploads/investors/l723039982erms-&-Condi tions-of-Appointment-of-lndependent-Directors.pdf.
The Company familiarizes its Independent Directors with their roles, rights, responsibilities, liabilities, nature of the industryin which the Company operates, business model of the Company, risks and opportunities. The Board members includingIndependent Directors are also updated, from time to time with any significant changes in the ongoing events anddevelopment relating to the Company. The Company's Policy of conducting the Familiarisation Programme have beendisclosed on the website of the Company at https://www.cmlararoup.com/uploads/ investors/l724415201amiliarization-Proaram-for-lndependent-Directors.pdf.
The Board of Directors of your Company has adopted a policy relating to retention and archival of corporate records of theCompany in accordance with requirements of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015. The policy is available for access at the website of the Company athttps://www.cmlararoup.com/uploads/investors/l723040004rchival-Policv.pdf.
The Board of Directors of your Company has adopted a policy on Preservation of Documents as per Regulation 9 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is available for access at the websiteof the Company at https://www.cmlararoup.com/uploads/investors/l723040017olicv-for-Preserva tion-of-Documents.pdf.
Your Directors state the status of disclosure or reporting requirement in respect of the following items, for thetransactions/events related to these items during the year under review:
As per Regulation 15 of the SEBI (LODR) Regulations, 2015 the compliance with the corporate governance provisions asspecified in regulations 17,17A, 18,19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation46 and para C, D and E of Schedule V shall not apply to the Company.
The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 are not applicable to thecompany but the Company adheres to good corporate practices at all times. Report on Corporate Governance Practicesand the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO & CFOis not applicable to your Company as per regulation 15(2) (b) of SEBI (Listing Obligation and Disclosure Requirements)Regulations, 2015.
During the year under review no such events occurred which required to be reported under this category.
During the year under review no such shares in the Demat suspense account or unclaimed suspense account whichrequired to be reported as per Para F of Schedule V of the SEBI (LODR) Regulations, 2015.
As all the agreements entered into by the Company are in normal course of business are not required to be disclosed asthey either directly or indirectly or potentially or whose purpose and effect will not impact the management or control ofthe Company.
The annual report including those which relate to the directors' report, management discussion and analysis report maycontain certain statements on the Company's intent expectations or forecasts that appear to be forward looking within themeaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressedherein.
The Board of Directors takes this opportunity to express their sincere gratitude and appreciation for the support and co¬operation extended by all the stakeholders. The Directors appreciate the support the Company received from Auditors,Bankers and Central/ State Government authorities. The Board also wholeheartedly acknowledges and appreciates thededicated efforts and commitment of all employees of the Company.
For and on behalf of Board of Directors
Chairman & Managing Director Joint Managing Director & CFO
DIN: 00748916 DIN: 02460958
Date: 25th August, 2025