Directors Report of Clara Industries Ltd.

Mar 31, 2025

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 ?1,103.78 lakhs, with revenue from operations at ?1,077.89 lakhs. Profit Before Tax stood at ?282.97 lakhs, while Profit After Tax was ?189.03 lakhs, reflecting disciplined cost management and operational stability during a challenging year.

Below is the detailed financial statement:

Sr ..'' Particulars NO.	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%
w Profit before exceptional items and tax l(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%	\|
_X( 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 ?1,105.78 lakhs, compared to ?1,277.12 lakhs in the previous year. Revenue from operations stood at ?1,077.89 lakhs, while Profit Before Tax was ?282.97 lakhs, and Net Profit After Tax amounted to ?189.05 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.

COMPANYâS 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 Company''s 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 ?11.00 crore (comprising 1.10 crore equity shares of ?10/- each) to ?21.00 crore (comprising 2.10 crore equity shares of ?10/- each) by creating an additional 1 crore equity shares of ?10/- each.

Further, with the approval of shareholders, the Company issued 1,65,58,520 fully paid-up Bonus Equity Shares of ?10/- each, aggregating to ?16.54 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 ?10/- 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 Company''s 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 Company''s 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 Board''s 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 Company''s 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 Company''s 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:

â¢ 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;

â¢ 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;

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

â¢ 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:

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

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

â¢ 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 arm''s 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 Committee''s terms of reference are provided in the Corporate Governance Report, and the CSR Policy is available on the Company''s 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 ?8.67 lakh. Out of this, the Company spent ?6.32 lakh during the year in line with the recommendations of the CSR Committee and the approval of the Board. The unspent amount of ?2.35 lakh was subsequently utilized in accordance with Schedule VII of the Act, by contributing to the Prime Minister''s 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.

DIRECTORâS 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.Shareholder''s & Investor''s 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, Appointee''s 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

STAKEHOLDER''S RELATIONSHIP AND INVESTOR''S 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 Auditor''s Report, if any, are self-explanatory and do not call for further comments. The Auditor''s 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 Company''s 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 Company''s 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 Company''s 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.

DIRECTORSâ RESPONSIBILITY STATEMENT_

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

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

â¢ 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;

â¢ 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;

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

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

â¢ 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 Company''s 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 Company''s 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 Company''s 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:

â¢ One (1) Managing Director

â¢ One (1) Executive Director

â¢ One (1) Non-Executive Director

â¢ 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 Company''s strategic direction, overseeing management policies, and ensuring their effective implementation. All actions and decisions of the Board remain aligned with the Company''s 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.

CAUTIONARY STATEMENT_

This Report contains forward-looking statements relating to the Company''s 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 Company''s employees at all levels, whose commitment has been integral to the Company''s performance and growth. Further, your Directors thank the Company''s 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.

Mar 31, 2024

Your directors have pleasure in presenting the Third Annual Report together with the Audited Statements of Accounts of the Company on Stand-alone basis for the year ended on March 31,2024

The Companyâs financial performance, for the year ended on March 31, 2024 is given in the table below :

Sr. No.	Particulars	Year to date figures as on 31.03.2024	% of total income	Year to date figures as on 31.03.2023	% of total income
	Income from Operations
1.	a) Revenue from Operations	1,268.13	99.3096	1,138.32	99.9%
II.	c) Other Income	8.99	0.7096	1.19	0.10%
III.	Total Income from Operations (Net)	1,277.12	10096	1,139.52	100%
IV.	Expenses
	(a) Cost of Material Consumed	597.53	46.7996	630.85	55.36%
	(b) Purchase of stock-in-trade	21.25	1.6696	-	-
	(c) Changes in inventories	-58.58	-4.5996	-77.01	-6.76%
	(d) Employees Benefits Expenses	27.53	2.1696	11.46	1.01%
	(e) Finance Costs	8.32	0.6596	6.69	0.59%
	(f) Depreciation & Amortization expense	36.47	2.8696	9.57	0.84%
	(g) Other Expenses	35.67	2.7996	13.07	1.15%
	Total Expenses (IV)	668.2	52.32%	594.62	52.18%
V.	Profit before exceptional and extraordinary items and tax (lll-IV)	608.92	47.68%	544.9	47.82%
VI	Exceptional Items - Provision of CSR expenses	8.63	0.6896	6.86	0.60%
VII.	Profit before tax extraordinary items and tax (V-VI)	600.29	47.00%	538.04	47.22%
VIII.	Extraordinary Items	-	-	-	-
DC	Profit Before Tax (VII-VIII)	600.29	47.00%	538.04	47.22%
X.	Tax Expenses
	- Current Tax	158.36	12.4096	139.22	12.22%
	-Earlier years Tax	22.34	1.75%	4.69	0.41%
	- Deferred Tax	-0.09	-0.01%	-0.47	-0.04%
	Tax Expense For The Year	180.61	14.14%	143.44	12.59%
XI.	Profit (Loss) for the period from continuing operation (IX-X)	419.67	32.86%	394.61	34.63%

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Your company is primarily engaged in the business of manufacturing LDPE, HDPE, PP BOPP, PP MATS, SELF ADHESIVE TAPES, FOOD WRAPS and its related products and activities relating to industrial packaging, such as printing and pouching of mono layer plastic sheets, multi layer plastic sheets.

The total revenue of the company increased by ? 137.6 Lakh or by 12.07% to ?1277.12 Lakh for the financial year 2023-24 from ?1139.52 Lakh for the financial year 2022-23.

It also mentions here that our revenue from operations is ?1268.13 Lakh for the financial year 2023-24 as compared to ?1138.32 Lakh for the financial year 2022-23 representing an incline of 11.4% on account of increase in sales.

The company in spite of many challenges and competitive market conditions was able to achieve satisfactory sales and net profit ( after tax) figures. The management is of the opinion that in the coming future as the overall situation seems to be improving and Directors are optimistic about Companyâs business and hopeful of better performance with increased revenue in next year.

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The website of your Company https://www.clara.co.in/ displays the Companyâs business operations up-front on the home page. The site carries a comprehensive database of information of all the products and services offered by the Company including other information for investors like the Financial Results of your Company, Shareholding Pattern, Directors & Senior Management personnelâs profile, details of Board Committees, Corporate Policies and business activities of your Company.

All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 (hereinafter referred as âthe Actâ) and as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as âSEBI LODR Regulationsâ) have been uploaded on the website.

During the financial year 2023-24, the Company undertook a significant step in strengthening its capital base by issuing equity shares through a rights issue. The Board of Directors approved the issuance of 16,53,986 equity shares of the Company, with a face value of Rs. 10 each, to the existing shareholders.

These shares were offered at a price of Rs. 167 per share, which includes a premium of Rs. 157 per equity share. The rights issue was conducted to provide an opportunity for our existing shareholders to increase their stake in the Company while allowing the Company to raise additional capital for its growth initiatives.

The funds raised through this issue will be utilized to support our expansion plans, reduce debt, and strengthen the overall financial position of the Company.

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The Board comprises of eminent persons with high credentials of considerable professional experience and expertise, who effectively contribute to the Companyâs growth and policy formulation decisions. The composition of Board of Directors of the Company is in conformity with the requirements of Regulation 17 of SEBI Listing Regulations as well as provisions of the Companies Act, 2013 (âthe Actâ) and the Articles of Association of the Company and all other applicable laws and in accordance with best practices. The Chairperson of the Board of the Company is the Promoter Executive Director.

As on March 31, 2024, 2 (Two) out of 5 (five) Directors on the Board were Independent Directors. At Clara Industries Limited, it is our belief that a competent and diversified Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality/ standards of governance. The Boardâs actions and decisions are aligned with the Companyâs interests and objectives. The Board critically evaluates the Companyâs strategic direction, management policies and their effectiveness.

The category wise composition of Board of Directors under Regulation 17 of SEBI Listing Regulations as on March 31, 2024 is as under:

2 Executive Director, 1 Non-Executive Director, 2 Independent Director Non-Executive Director.

None of the Non-Executive Directors were involved in the day-to-day management of the Company during the year under review.

During the financial year 2023-24, there were significant changes in the composition of the Board of Directors concerning the position of Independent Directors.

Mr. Ajay Kumar Jain, who served as an Independent Director of the Company, tendered his resignation due to personal reasons.

To fill the vacancy created by this resignation, the shareholders of the Company approved the appointment of Mr. Avdhesh Kumar Kamboj as an Independent Director. His appointment was made following the provisions of the Companies Act, 2013, and the rules framed thereunder.

None of the Directors of the Company is disqualified for being appointed / re-appointed as directors of the company as per the provisions of Section 164 of the Companies Act, 2013.

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Manufacturing of Paper and all types of food packaging products and manufacturing of machines and assembling of machine parts.

The Annual Return of the Company in form of MGT-7 as required under Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://WWW.CLARA.CO.IN .

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The Accounting Standards permit that the amounts in the Profit after tax stands are included in the Reserve & Surplus Schedule; hence the Company has not transferred any amount to its General Reserves.

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The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board process, information and functioning etc.

The Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated in the evaluation framework in its pro-growth activity. The Board also ensured that the Committee functioned adequately and independently in terms of the requirements of the Companies Act, 2013.

Further, the individual directors fulfilled their applicable responsibilities and duties laid down by the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges faced by the Company during the year.

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No employee in the Company was in receipt of remuneration in excess of the amount mentioned Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In order to conserve the resources of the Company for growth and further expansion, the Board of Directors of the Company thought it prudent not to recommend any Dividend on the Equity Shares of the Company for the financial year ended March 31, 2024.

Pursuant to Regulation 43(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ), the Company does not fall under top 1000 Listed Companies by market capitalization as on March 31,2024 and hence the requirement for adopting the Dividend Distribution Policy is not applicable to the Company.

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Pursuant to section 134(3)(d) of the Act, your Company confirm having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Independent Directors have submitted their declaration of independence, stating that:

(i) they continue to fulfil the criteria of independence as required pursuant to section 149(6) read with schedule IV of the Act and regulation 16(1)(b) of the SEBI Listing Regulations;

(ii) they have confirmed that they are not aware of any circumstances or situation which exist or may be anticipated, that could impair or impact their ability to discharge their duties in terms of regulation 25(8) of the SEBI Listing Regulations;

(iii) they are not debarred from holding the office of Director pursuant to any SEBI order or order of any such authority; and

(iv) there has been no change in the circumstances affecting their status as Independent Director of the Company.

All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in schedule IV to the Act. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, skills, experience and expertise and they hold highest standards of integrity(including the proficiency) and fulfils the conditions specified in the Act and SEBI Listing Regulations and are independent of the management.

In accordance with Section 149 (7) of the Act read with Para VII (1) of Schedule IV of the

Act and Regulation 2of Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on March 10,2024 without the presence of NonIndependent Directors and Members of the management.

The Independent Directors at the meeting, inter alia, reviewed the following: -

â¢ Performance of Non-Independent Directors and Board as a whole.

â¢ Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors .

â¢ Assessed the quality, quantity and timeliness of flow of information between the Company, Management and the Board that is necessary for the Board to effectively and reasonably perform their duties

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All contracts, arrangements and transactions entered by the Company with related parties during FY 2023-24 were in the ordinary course of business and on an armâs length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties, which could be considered material, in accordance with the Companyâs Policy on dealing with Related Party Transactions (âRPT Policyâ). Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. All applicable related party transactions were presented before the Audit Committee/Board. The disclosure on related party transactions as per Ind AS-24 has been provided under Note of the standalone financial statements of the Company

During the financial year ended March31, 2024, no loan, guarantee and investment was made by the Company in terms of Section186 of the Act and rules made there under.

During the year under review, Company does not have any subsidiary, joint-venture or associate companies.

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy)Rules, 2014 as amended, the Company has constituted Corporate Social Responsibility (âCSRâ) Committee. The CSR Committee has formulated and recommended to the Board, a CSR Policy which provides the overview of projects or programs and the guiding principles for selection, implementation and monitoring of the CSR activities, which has been approved by the Board. The CSR Policy adopted by Board is available on the website of the Company and is accessible through the link: WWW.CLARA.CO.IN

As per the provisions of the Companies Act, 2013, a company meeting the specified criteria shall spend at least 2% of its average net profits for three immediately preceding financial years towards CSR activities. Accordingly, Company has to spent Rs. 6.82 Lakh towards CSR activities during the financial year 2023-24.

The Board of Directors noted that Companyâs CSR spend for the year ended March31, 2024, was Rs. 6.82 Lakh as against its obligation of Rs. 6.82 Lakh. Pursuant to the recommendation by Corporate Social Responsibility Committee and approval by the Board of Directors.

The Annual Report on CSR activities of the Company has been attached as Annexure - B and forms part of this Report.

The Company being listed on the Small and Medium Enterprise Platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015. Hence no corporate governance report is disclosed in this Annual Report. It is Pertinent to mention that the Company follows Majority of the provisions of the corporate governance voluntarily.

The Board of Directors have decided to retain the entire amount of profit for Financial Year 2023-24 in the Statement of Profit & Loss as on March 31, 2024

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During the year under review, Company has no outstanding instruments for which the credit rating needs to be obtained.

During the year under review, the Board of the Company met on 05/05/2023. The intervening gap between two Board Meetings did not exceed one hundred and twenty days as provided in Section 173 of the Act and Regulation 17 of the SEBI Listing Regulations. The details of all Board meetings and the attendance of each Director in the Board Meetings and last AGM held on September 28, 2023 are provided in the Corporate Governance Report forming integral part of this Report., 31/05/2023/, 07/06/2023, 20/06/2023, 06/09/2023

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The last Annual General Meeting was held on September 28th 2023. The attendance record of the Directors at the Board Meeting during the year ended on March 31, 2024, 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	10 out of 10	Yes
Ms. Parry Kukreja	10 out of 10	Yes
Ms. Priyanka Mediratta	8 out 10	Yes
Mr. Avdhesh Kumar Kamboj	2 out of 10	No
Mr. Manmohan Singh	10 out of 10	Yes

(a) Audit Committee

(b) Nomination & Remuneration Committee

(d) Internal Complaint Committee

The composition of various committees are as follows:

AUDIT COMMITTEE

s. No.	Members	DIN and Membership No.	Designation
1	Avdhesh Kumar Kambhoj	09526364	Chairman
2	Manmohan Singh	07790507	Member
3	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, Appointeeâs qualification, experience, past performance, past remuneration etc.

S. NO.	Members	DIN and Membership NO.	Designation
1	Manmohan Singh	07790507	Chairman
2	Avdhesh Kumar Kambhoj	09526364	Member
1 .	Priyanka Mediratta	00494136	Member

STAKEHOLDERâS RELATIONSHIP AND INVESTORâS GRIEVANCE COMMITTEE

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

s. No.	Members	DIN and Membership No.	Designation
1	Avdhesh Kumar Kambhoj	09526364	Chairman
2	Manmohan Singh	07790507	Member
3	Nikhil Kukreja	06649387	Member

INTERNAL COMPLAINT COMMITEE

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

S. No.	Members	Designation
1	Parry Kukreja	Chairman
2	Pooja	Member
3	Rakesh Pal Kumar	Member
4	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:

S. No.	Members	DIN and Membership No.	Designation
1	Avdhesh Kumar Kambhoj	09526364	Chairman
2	Parry Kukreja	06649401	Member
3	Manmohan Singh	07790507	Member

Pursuant to provisions of Section 139 of the Act read with rules made there under, M/s. Gupta Agarwal & Associates, Chartered Accountants, (Firm Registration No.329001E), were appointed as Statutory Auditors of the Company at the 1st AGM held on September 30, 2022 for a period of 5 years from Financial Year 2022-23 to Financial Year 2026-27 until the conclusion of AGM of the Company to be held in the year 2027.

The report given by M/s. Gupta Agarwal & Associates, Chartered Accountants, Statutory Auditors on financial statements of the Company for Financial Year 2024 forms part of the Annual Report. The comments on statement of accounts referred to in the report of the Auditors are self-explanatory. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.

Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Verma Ashish & Co.(Peer reviewed firm) (Membership No.

59867) for conducting the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year ended March 31, 2024, is annexed herewith as Annexure - A to this report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimers for the period under review.

The maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Act is not applicable to the Company as the business activities of the company does not fall under any of the categories prescribed under Section 148(1) of the Act.

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During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12)of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Except as disclosed elsewhere in the Annual Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year 2023-24 and till the date of signing of this Report.

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The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review and hence are not required to be given.

The Company has not entered into any technology transfer agreement and also there are no foreign currency earnings and outgo during the financial year.

During the year under review, the provision of section 125(2) of the Act does not apply as the company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government of India. The Company has designated the Company Secretary as âNodal Officerâ for the purposes of IEPF related matters.

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During the year under review, there were no significant material orders passed by regulators or courts or tribunals impacting the going concern status and companyâs operation in future.

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The Company has developed and implemented a Risk Management policy for identifying the risk associated with business of the Company and measures to be taken to control them. The company has established a well-defined process of risk management, wherein the identification analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner

Though, the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company.

The Company is not required to form a Risk Management Committee. The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company.

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The Company has put in place an adequate Internal Control System, to commensurate with size, scale and complexity of its operations. They have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies.

During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

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As stipulated under the provisions of Regulation 34 of the Listing Regulations, Management Discussion & Analysis Report is presented in a separate section forming part of Annual Report and provides details on overall Industry Structure and Developments, financial and operational performance and other material developments during financial year under review.

In line with the provisions of the Section 177(9) of the Companies Act, 2013 and the Regulation 22 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, your Company has adopted Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company.

This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee, in exceptional cases. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.

During the year under review, no incidence under the above mechanism was reported.

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The Company has adopted a Code of Conduct to regulate, monitor and report trading by Designated Persons [Pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015]. This Code of Conductis intended to prevent misuseof Unpublished PriceSensitive Information (âUPSIâ)by Designated Persons and their immediate relatives.

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Pursuant to Section134(5) of the Act, your directors state that:

â¢ In the preparation of the annual accounts, the applicable accounting standards had been followed and no material departures have been made from the same;

â¢ the Directors had selected Appropriate accounting policies have been applied consistently and judgements and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs of the Company as at the end of financial year and of the profit & loss of the Company for that period;

â¢ the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

â¢ the Directors had prepared the annual accounts on a going concern basis;

â¢ the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

â¢ the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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The Company is committed to providing a safe and conducive work environment to all its employees and associates.

The Company has constituted Internal Committee as per the sexual Harassment of Women & workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year under review, the Company had complied with applicable Secretarial Standards on Board and General Meetings specified by the Institute of Company Secretaries of India pursuant to Section 118 of the Act.

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There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

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Management of Clara Industries Limited recognizes that its workforce is its most valuable asset and is crucial to driving success. With an employee-centric approach, the company strives to create a secure and stimulating workplace that boosts productivity. Clara Industries Limited invests in its employees by enhancing their skills, refining their expertise, and developing their leadership abilities through relevant learning and development programs. The company respects diversity among its employees and aims to strengthen its corporate capabilities accordingly.Clara Industries Limitedâs Management promotes teamwork and a self-motivating work environment to support the comprehensive growth of its employees. To reinforce its human capital and attract, develop, and acknowledge exceptional talent, Clara Industries Limited has established human resource policies focused on fostering a positive work environment.

Our Board Of Directors

Our Articles of Association require us to have not less than 3 Directors and not more than 15 Directors, subject to the applicable provisions of the Companies Act, 2013. As of the date of this, Our Company has 5 (Five) Directors on our Board, which includes, one (01) Managing Director, one (01) Non-Executive Director and two (02) Independent Directors, one of whom is also the woman independent director of our Company.

Set forth below are details regarding our Board as on the date.

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: February 03,1983 Age: 41 Years Occupation: Business Address: 4/911, Jaffar Nawaz, Chand Plastic Corporation, Near Subzi Mandi Pul, Saharanpur, Uttar Pradesh- 247001, India Nationality: Indian Original Date of Appointment: September 09, 2021 Appointment as Managing Director: September 28, 2021 Term: Re-appointed as Managing Director with effect from September 28, 2021 to September 27, 2026	Clara Packing Solutions Limited
Name: Mr. Nikhll Kukreja Designation: Executive Director DIN:06649387 Data of Birth: July 11, 1982 Age: 42 Years Occupation: Business Address: 4/911, Jaffar Nawaz, Chand Plastic Corporation, Near Subzi Mandi Pul, Saharanpur, Uttar Pradesh- 247001, India Nationality: Indian Original Date of Appointment: September 09, 2021 Appointment as Chief Financial Officer: September 28, 2021 Term: Re-appointed as Chief Financial Officer with effect from September 28, 2021	Clora Pocking Solutions Limited
Name: Ms. Priyanka Mediratta Designation: Non-Executive Director DIN: 09303974 Date of Birth: June 01,1980 Age: 44 Years Occupation: Service Address: 4 Kothi No. 9, Alka Puri, Dayal Bagh, Agra, Uttar Pradesh-282005, India Nationality: Indian Original Date of Appointment: September 02, 2021 Change in designation to Non-Executive Director: September 28, 2021 Term: Liable to retire by rotation	Clara Packing Solutions Limited

Name, Designation, DIN, Date of Birth, Age, Occupation, Address, Nationality, Original Date of Appointment, Change in designation	Other Directorships in
and Term	Companies
Name: Mr. Manmohan Singh Designation: Independent Director DIN:07790507 Date of Birth: January 25,1945 Age: 78 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 Chief Financial Officer with effect from September 28, 2021 to September 27, 2026
Name: Mr. Avdhesh Kumar Kamboj Designation: Independent Director DIN: 09526364 Date of Birth: January 02,1987 Age: 38 Years Occupation: Business Address: 6/302, Brijvihar, Bhuteshwar Mandir Road, Saharanpur, Uttar Pradesh- 247001, India Nationality: Indian Original Date of Appointment: September 28, 2023 Term: Appointed as Chief Financial Officer with effect from September 28, 2023 to September 27, 2028

Statements in the Report describing the Companyâs projections, estimates, and expectations may be interpreted as âforward-lookingâ statements within the meaning of applicable laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Companyâs operations include economic conditions affecting demand/supply, price conditions in the domestic and international markets in which the Company operates, changes in Government regulations, tax laws, and other statutes. The Company assumes no responsibility to publicly amend, modify, or revise any âforward-lookingâ statements, based on any subsequent development, information, or events

Your Directors take this opportunity to express their gratitude to Ministry of Corporate Affairs and other agencies of Central and State government for their kind support and guidance.

Your Directors also wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers and advisers of the Company for their continued support.

In conclusion, your Directors thank you, the members of the Company for your support and seek your continued patronage for achieving better results.

For and on behalf of the Board of Directors

Sd/-

Parry Kukreja

Managing Director DIN:06649401

Date: 07/09/2024 Place: Saharanpur

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During the year under review, your Company has neither invited nor accepted any fixed

deposits from the public within the meaning of Section 73 of the Act read with the

Companies (Acceptance of Deposits) Rules, 2014 and hence any provisions of the said

Section are not applicable to the Company.

Mar 31, 2023

Your directors have pleasure in presenting the Second Annual Report together with the Audited Statements of Accounts of the Company on Stand-alone basis for the year ended on March 31,2023.

FINANCIAL RESULTS:

The Companyâs financial performance, for the year ended on March 31,2023 is given in the table below:

Sr. No.	Particulars	For the year ended on March 31, 2023	% of total income	For the period from 2nd September, 2021 to 31st March, 2022	% of total income
I.	Revenue from Operations	1,138.32	99.90%	364.89	94.21%
II.	Other income	1.19	0.10%	22.42	5.78%
III.	Total Revenue (I II)	1,139.52	100	387.31	100%
IV.	Expenses:
	Cost of Material Consumed	630.85	55.36%	189.24	48.87%
	Changes in Inventories of Finished Goods	(77.01)	-6.76%	37.05	9.57%
	Employee benefits expense	11.46	1.01%	2.25	0.58%
	Finance costs	6.69	0.59%	4.15	1.07%
	Depreciation and amortization expenses	9.57	0.84%	2.18	0.56%
	Other expenses	13.07	1.15%	11.15	2.88%
	Total Expenses (IV)	594.62	52.18%	246.02	63.52%
V.	Profit before exceptional and extraordinary items and tax (III-IV)	544.90	47.82%	141.29	36.48%
VI.	Exceptional items- Provision for CSR expenses	6.86	0.60%	-	-
VII.	Profit before extraordinary items and tax (V - VI)	538.04	47.22%	141.29	36.48%
VIII.	Extraordinary Items	-	-	-	-
IX.	Profit before tax (VII- VIII)	538.04	47.22%	141.29	36.48%
X.	Tax Expenses
	- Current Tax	139.22	12.22%	35.80	9.24%
	- Earlier years tax	4.69	0.41%	-	-
	- Deferred Tax	(0.47)	-0.04%	0.43	0.11%
	Tax Expense for The Year	143.43	12.60%	36.23	9.35%
XI.	Profit (Loss) for the period from continuing operations (IX-X)	394.61	34.63%	105.06	27.12%

PERFORMANCE OF THE COMPANY

Your Company is primarily engaged in the business of manufacturing of LDPE, HDPE, PP, BOPP, ADHESIVE TAPES and its related products and activities and also to carry on the business of Manufacturers and traders of Plastic Bags, Industrial Packaging SELF ADHESIVE TAPES, PRINTING AND PLAIN MULTI LAYERED FLEXIBLE PACKAGING, MANUFACTURER OF PP PLASTIC MATS, TWINE AND ROPES

The Total Revenue: of the Company increased by Rs. 752.21 Lakh or 194.21% to Rs. 1,139.52 Lakh for the financial year 2022-23. from 387.31 Lakh for the financial year 2021-22.

It also mentions here that our revenue from operations is Rs. 1,138.32 Lakh for the financial year 2022-23 as compared to Rs. 364.89 Lakh for the financial year 2021-22 representing an incline of 211.96% on account of increase in sales because of fast recovery from covid pandemic.

The company in spite of many challenges and competitive market conditions was able to achieve satisfactory Sales and Net Profit (After Tax) figures. The management is of the opinion that in the coming future as the overall situation seems to be improving and Directors are optimistic about Company''s business and hopeful of better performance with increased revenue in next year.

There has been no change in the business of the Company during the financial year ended March 31, 2023.

CAPITAL STRUCTURE:

Your Company during the FY 2022-2023 has increased its Authorised Equity Share Capital from Rs.

2.50.00. 000/- (Rupees Two crore Fifty Lakh Only) divided into 25,00,000 (Twenty-Five Lakh Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 11,00,00,000/- (Rupees Eleven crore Only) divided into

1.10.00. 000 (One Crore Ten Lakh Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each ranking pari passu with the existing Equity Shares of the Company.

CHANGE IN DIRECTORSHIP:

There have been no changes in the constitution of Board during the year under review i.e., Financial Year 2022-2023.

None of the Directors of the Company is disqualified for being appointed / re-appointed as directors of the company as per the provisions of Section 164 of the Companies Act, 2013

CHANGES IN NATURE OF BUSINESS

There is no significant change made in the nature of the company during the financial year ended March 31,2023.

ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company https://clara.co.in/

GENERAL RESERVES:

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES:

No employee in the Company was in receipt of remuneration in excess of the amount mentioned Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DEPOSITS FROM PUBLIC:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 in the year under review.

DIVIDEND:

The Board of Directors of your company has not declared any Dividend for the current financial year ended March 31,2023.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

SEPARATE MEETING OF INDEPENDENT DIRECTOR

In terms of requirement of Schedule IV of the Companies Act, 2013, Independent Director had a separate meeting on December 04, 2022 without the attendance of Non-Independent Director and Members of management. All the Independent Directors were present at the said meeting. The activities prescribed in paragraph VII of Schedule IV to the Act were carried out at the said meeting.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS:

The particulars of contracts or arrangements with related parties referred to in Section 188 (1) entered by the Company during the financial year ended March 31,2023 is annexed hereto in prescribed Form AOC-2 as Annexure-A and forms part of this report.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

Except as mentioned below, there are no significant events occurred during the financial year after the date of financial statements.

Our Company has taken in principal approval on proposed rights issue of fully paid-up equity shares by the company from BSE as on date 09-02-2023.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES (IF ANY)

Your Company has no subsidiary Company, Joint Ventures or Associate Companies during the year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to our Company for F.Y 2022-2023.

However, for the current year i.e. 2023 - 24, the same has become applicable to the Company, since the Profits of the financial year 2022 - 23 has exceeded the limits prescribed for CSR Provisions. Therefore, the company has created a provision of Rs. 6,86,000.00 (Rupees Six Lakh Eighty Six Thousand Only) for CSR Expenditure.

MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors met 8 (Eight) times during the year under review that is on 20.05.2022, 30.05.2022, 18.06.2022, 12.08.2022, 08.09.2022, 06.11.2022, 04.01.2023, 14.02.2023, The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

The last Annual General Meeting was held on September 30, 2022. The attendance record of the Directors at the Board Meetings during the year ended on March 31, 2023, and at the last Annual General Meeting is as under

Name of Directors	Number of Board Meetings Attended During theyear	Whether attended last Annual General Meeting
Mr. Nikhil Kukreja	8 out of 8	Yes
Ms. Parry Kukreja	8 out of 8	Yes
Ms. Priyanka Mediratta	8 out of 8	Yes
Mr. Ajay Kumar Jain	7 out of 8	Yes
Mr. Manmohan Singh	8 out of 8	Yes

BOARD COMMITTEES:

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

a) Audit Committee

b) Nomination & Remuneration Committee

c) Shareholders & Investor''s Grievance Committee

d) Internal Complaint Committee

The composition of various committees is as follows:

AUDIT COMMITTEE

Sr. No.	Members	Din and Membership No.	Designation
1.	AJAY KUMAR	01408067	CHAIRMAN
2.	MANMOHAN SINGH	07790507	MEMBER
3.	NIKHIL KUKREJA	06649387	MEMBER

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, Appointee''s qualification, experience, past performance, past remuneration etc.

Sr. No.	Members	Designation	Number of Meetings Attended during the year
1.	MANMOHAN SINGH	CHAIRMAN	3 out of 3
2.	AJAY KUMAR JAIN	MEMBER	3 out of 3
3.	PRIYANKA MEDIRATTA	MEMBER	3 out of 3

STAKEHOLDERS RELATIONSHIP ANDINVESTOR GRIEVANCE COMMITTEE

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

Sr. No.	Name of Key Managerial Personnel	Designation	Number of Meetings Attended during the year
1.	Ajay Kumar Jain	Chairman	4 out of 4
2.	Manmohan Singh	Member	4 out of 4
3.	Nikhil Kukreja	Member	4 out of 4

The Committee is in charge of looking after grievances of Internal complaints of the company The detail of the Committee is as follows:

Sr. No.	Members	Designation	Number of Meetings Attended during the year
1.	MS. MURTI	Chairman	1 out of 1
2.	MS. PARRY KUKREJA	Member	1 out of 1
3.	RAKESH KUMAR PAL	Member	1 out of 1
4.	VIDYA BHUSHAN TYAGI	Member	1 out of 1

DEMATERLISATION OF SHARES AND LIQUIDITY

Currently 100% of the Company Share Capital is held in dematerialized form.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and sale operations. The company''s policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Management Discussion and Analysis Report of the Company is annexed to this Report.

(i) To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of the Section 134(3)Â© of the Companies Act, 2013.

(ii) That in the preparation of the annual financial statements for the year ended March 31,2021, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(iii) That such accounting policies, as mentioned in the Financial Statements as ''Significant Accounting Policies'' have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2021 and of the profit of the Company for the year ended on that date;

(iv) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(v) That the annual financial statements have been prepared on a going concern basis.

(vi) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

(vii) That proper system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively.

STATUTORY AUDITORS:

The Companyâs Auditors, M/s. Gupta Agarwal & Associates, Chartered Accountants, who were appointed with your approval at the 1st Annual General Meeting for a period of five years, will complete their present term on conclusion of the ensuing 18th Annual General Meeting of the Company.

SECRETARIAL AUDITORS

The Board had appointed M/s. Verma Ashish & Co.(Peer reviewed firm) (Membership No. 59867), Practicing Company Secretary, to carry out secretarial audit Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report is annexed herewith as "Annexure Aâ

BOARD''S COMMENT ON THE AUDITORS'' REPORT:

The Statutory Auditors Report for Financial Statement on Standalone basis for the financial year 2022 2023, when read together with the relevant notes to the accounts and accounting policies was self explanatory and do not call for any further comment.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year 2022-23..

MATERIAL CHANGES

Except as stated below there have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements on Standalone and Consolidated basis relate and the date of this Report.

Company had filed Draft Prospectus of right issue equity shares with SME platform of BSE Limited on January12, 2023 and received In Principle approval on February 09, 2023.

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

The Company has not entered into any technology transfer agreement and also there are no foreign currency earnings and outgo during the financial year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

There are no significant and material orders passed by the Regulators/Courts, which would impact the going concern status of the Company and its future operations.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an effective internal financial control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures which also covers adherence to the Company''s Policies for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures. The Company''s internal financial control system is commensurate with its size, scale and complexities of its operations.

CORPORATE GOVERNANCE

COST AUDITOR:

The company does not fall under the criteria specific in Section 148 of the Companies Act, 2013 and hence the provisions of cost auditor appointment and maintenance of cost records are not applicable.

Our Board of Directors

Set forth below are details regarding our Board as on the date.

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: February 03, 1983 Age: 39 Years Occupation: Business Address: 4/911, JafFar Nawaz, Chand Plastic Corporation, Near Subzi Mandi Pul, Saharanpur, Uttar Pradesh- 247001, India Nationality: Indian Original Date of Appointment: September 09, 2021 Appointment as Managing Director: September 28, 2021 Term: Re-appointed as Managing Director with effect from September 28, 2021 to September 27, 2026.	â¢ Clara Packing Solutions Limited
Name: Mr. Nikhil Kukreja Designation: Executive Director DIN: 06649387 Date of Birth: July 11, 1982 Age: 40 Years Occupation: Business Address: 4/911, JafFar Nawaz, Chand Plastic Corporation, Near Subzi Mandi Pul, Saharanpur, Uttar Pradesh- 247001, India Nationality: Indian Original Date of Appointment: September 09, 2021 Re-appointed as Chief Financial Officer: September 28, 2021 Term: Re-appointed as Chief Financial Officer with effect from September 28, 2021.	â¢ Clara Packing Solutions Limited
Name: Ms. Priyanka Mediratta Designation: Non-Executive Director DIN: 09303974 Date of Birth: June 01, 1980 Age: 42 Years Occupation: Service Address: Kothi No. 9, Alka Puri, Dayal Bagh, Agra, Uttar Pradesh- 282005, India Nationality: Indian Original Date of Appointment: September 02, 2021 Change in designation to Non-Executive Director: September 28, 2021 Term: Liable to retire by rotation	â¢ Clara Packing Solutions Limited
Name: Mr. Manmohan Singh Designation: Independent Director DIN: 07790507 Date of Birth: January 25, 1945 Age: 76 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, Designation, DIN, Date of Birth, Age, Occupation, Address, Nationality, Original Date of Appointment, Change in designation and Term

Other Directorships in Companies

Name: Mr. Ajay Kumar Jain

Designation: Independent Director

DIN: 01408067

Date of Birth: June 29, 1972

Age: 50 Years

Occupation: Business

Address: 91, 686, Mufti Deena Nath, Deena Nath Bazaar, Saharanpur, Nakur, 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

â¢ Kahan

Transformer Private Limited

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The company is committed to provide a work environment free from all forms of discrimination, including sexual harassment. The Company Recognizes that sexual harassment of employees violates their right to work in a respectful and stress-free environment with dignity.

There were no complaint received / pending under the provision of sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude to Ministry of Corporate Affairs and other agencies of Central and State government for their kind support and guidance.

Your Directors also thank the clients, vendors, bankers and advisers of the Company for their continued support.

In conclusion, your Directors thank you, the members of the Company for your support and seek your continued patronage for achieving better results.

For and on behalf of the Board of Directors

Sd-

Place: Saharanpur

Parry Kukreja

^{Dated: September 06,}2023 Managing Director

DIN: 06649401

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