On behalf of the Board of Directors, I am delighted to present the 31st Board's Report of your
Company, along with Audited Standalone and Consolidated Financial Statements for the
Financial Year 2024-25. The consolidated performance of the Company and its subsidiaries has
been referred to wherever required.

1. FINANCIAL HIGHLIGHTS (STANDALONE AND CONSOLIDATED)

The Financial highlights for standalone and consolidated for the financial year ended 2024-25 is
summarized as below:

(Rs. Tn Lakhs)

2. PERFORMANCE AND THE STATE OF THE COMPANY'S AFFAIRS

2.1 COMPANY'S PERFORMANCE (STANDALONE & CONSOLIDATED)

At Confidence Petroleum India Ltd. (CPTL), established in 1994, we embody the power of
competence and vision. Over the years, we have grown into a fully integrated LPG and CNG
provider, proudly listed on both the BSE and NSE. Our strong foundation, unwavering customer
support, and commitment to ethical values reflect our dedication to delivering clean and green
fuel to every citizen and commercial entity, ensuring sustainable and efficient energy solutions.

__ i

On a standalone basis, your Company's Total Sales Revenue to Rs. 302,739 Lakhs for the current
year as against Rs. 252157 Lakhs in the previous year, recording and increase of 20.05 %. Your
Company's net profits decreased to Rs. 7,779 Lakhs for the current year as against Rs. 9338
Lakhs in the previous year recording a decrease of 16.69% due to several economic and national
unrest in the country.

On a consolidated basis, your Company's Total Revenue increased to Rs. 314,576 Lakhs for the
current year as against Rs. 2,69,847 Lakhs in the previous year, recording an increase of 16.57%.
Your Company's net profits has decreased to Rs 9,084 Lakhs in the current year as against Rs.
10527 Lakhs in the previous year, recording a decrease of 13.71% due to several economic and
national unrest in the country.

2.2 ANNUAL PERFORMANCE

In 2024-25, despite these challenges, your company delivered a stable performance. Certain
external factors, such as price drops in LPG during the election period without any meaningful
price recovery thereafter, impacted margins across the industry, including PSU oil companies.
Yet, Confidence Petroleum India Limited reported a consolidated topline of INR 3145.76 Crore
and a consolidated PAT of INR 90.84 Crore, reflecting the strength of our diversified business
model and operational excellence.

2.3 COMPANY'S AFFAIRS/ CURRENT BUSINESS

In the Bulk LPG segment, a major milestone was achieved with the start of direct procurement
from refineries. To strengthen logistics and ensure timely deliveries, the company chartered two
vessels and leveraged its in-house transport fleet, enabling faster and more reliable supply
across the country.

In Auto LPG, the Company continued to expand its network, taking the total number of
operational Auto LPG Dispensing Stations (ALDS) to 295. This growth reinforces CPIL's position
as the largest private player in this segment and underscores its commitment to providing
accessible clean fuel solutions. During the year, the Company also implemented online
automation systems to monitor stock and sales in real time, ensuring greater efficiency,
transparency, and operational control across its network.

In the Packed LPG business, during the year, your Company undertook several strategic
initiatives to strengthen its market presence and enhance customer connect. The company has
been awarded three tenders for bottling assistance by renowned PSUs. With a strong focus on
business expansion, CPIL is also planning to further increase its bottling plant network in the
near future.

In the CNG retailing segment, CPIL, in partnership with GAIL Gas, successfully commissioned 50
stations in Bengaluru, establishing a strong platform for sustainable growth in India's clean fuel
sector.

3. DIVIDEND

In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015, the top thousand listed companies
are required to establish a Dividend Distribution Policy. As a result, a Dividend Distribution
Policy has been adopted to outline the factors and conditions the Board will consider when
deciding on the distribution of dividends to shareholders or retaining profits within the
business. The policy is available on the Company's website at www.confidencegroup.co.

The Board of Directors has Recommended a Final Dividend of 10% i.e., 0.10 per equity share on
the Face value of Rs.1/-each for the financial year 2024-25 subject to approval of shareholders at
the ensuing Annual General Meeting and shall be subject to deduction of income tax at source.
The dividend recommended is in accordance with the Company's Dividend Distribution Policy.

4. SHARE CAPITAL

During the year, the company has allotted 1,47,27,000 Convertible Warrant at conversion rate
1:1 to promoter and others on preferential basis at Rs. 63.50 per warrant. After the closure of
the financial year, there is no outstanding Instrument/warrant which impact on Equity.

Further, the paid-up share capital of the company has increased from Rs. 31,75,14,043
(31,75,14,043 Equity shares of Rs. 1 each) to Rs. 33,22,41,043 (33,22,41,043 Equity shares of Rs.
1 each).

5. TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserves for the year ended 31st March
2025.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE
REPORT

Except as mentioned elsewhere in this report, there have been no significant changes or
commitments that impact the financial position of the Company between the end of the financial
year and the date of this report.

7. PUBLIC DEPOSITS

The Company has not accepted any public deposits that fall under the scope of Section 73 of the
Companies Act, 2013, and the associated rules during the year under review. There are no
unclaimed deposits as of the date of this report. However, the Company has received deposits for
cylinders from new customers, which are secured against the cylinders supplied to them.

8. RELATED PARTY TRANSACTIONS

All Related Party Transactions conducted during the Financial Year were carried out on an arm's
length basis and in the ordinary course of business. Prior omnibus approval from the Audit
Committee is obtained annually for transactions that are predictable and repetitive in nature,
and these transactions are executed on an arm's length basis and in the ordinary course of
business.

Additionally, a statement detailing all transactions with Related Parties is presented to the Audit
Committee for approval or ratification. The Policy on Materiality of Related Party Transactions
and Dealing with Related Party Transactions, as approved by the Board, is available on CPIL's
website.

During the period, the transactions, contracts, or arrangements with Related Parties, as defined
under Section 188 of the Companies Act, 2013, were conducted in the ordinary course of
business and at arm's length prices. Therefore, Form AOC-2 of the Companies (Accounts) Rules,
2014 is not applicable to the Company.

There is a materially significant related party transactions made by the Company Sneha
Petroleum for which Prior approval of Shareholder obtained by way of special Resolution In 30^th
Annual General Meeting held on 30^th September, 2024. Apart from this, company has not
entered int any materially significant related party transactions.

None of the Directors has any pecuniary relationships or transactions vis-a-vis CPIL.

9. SUBSIDIARIES AND ASSOCIATE COMPANIES

The Company has 16 (Sixteen) subsidiaries including 5 (Five) step down subsidiaries held by
Confidence Futuristic Energeteh Limited (Subsidiary of Confidence Petroleum India Limited) as
on 31st March, 2025. There are 13 (Thirteen) associates or joint venture including 10 (Ten) step
down associates held by Confidence Futuristic Energeteh Limited companies within the meaning
of Section 2(6) of the Companies Act, 2013 (“Act”). There has been no material change in the
nature of the business of the subsidiaries.

In compliance with Section 136 of the Act, the audited financial statements, including the
Consolidated Financial Statements (CFS) and related information of the Company, as well as the
financial statements of each subsidiary and associate company, are available on our website. The
Company does not have any material subsidiary.

A statement highlighting the key features of the financial statements of the Company's
subsidiaries and joint venture companies, in the prescribed Form AOC-1, is included as part of
the Consolidated Financial Statements (CFS) in accordance with Section 129(3) and other
applicable provisions of the Act, along with the relevant Rules.

10. CORPORATE GOVERNANCE

The Company is committed to evolving and adhering to corporate governance guidelines and
best practices, not only to enhance long-term shareholder value but also to protect the rights of
minority shareholders. We are dedicated to upholding the highest standards of governance
while maximizing shareholder value in a legal, ethical, and sustainable manner. The Corporate
Governance Report, as per the Listing Regulations, is included in the Annual Report. A certificate
from the Company's auditors, confirming compliance with the corporate governance conditions,
is attached to the Corporate Governance Report.

11. MANAGEMENT DISCUSSION AND ANALYSIS [MDA] REPORT

The Management Discussion and Analysis (MD&A) report, which outlines your Company's
performance, industry trends, and other significant developments related to the Company and
its subsidiaries, where applicable, is an integral part of this report. The MD&A provides a
comprehensive view of the economic, social, and environmental factors relevant to your
Company's strategy and its ability to create and sustain value for key stakeholders. It also
includes reporting on aspects required by Regulation 34 of the Listing Regulations, specifically
relating to the Business Responsibility and Sustainability Report.

The data, facts, figures, and information presented in the sections of the MD&A, other than the
Company's performance, have been sourced from reports, studies, and websites of various
credible agencies. The Management Discussion and Analysis (MD&A) Report, which is part of
this Annual Report, is incorporated herein by reference and forms an integral component of this
report.

12. COMPLIANCES WITH RESPECT TO INDEPENDENT DIRECTORS

The Company has received the required declaration from each Independent Director, in
accordance with Section 149(7) of the Companies Act, 2013, read with Regulation 25(8) of the
SEBI Listing Regulations. The declaration confirms that each Independent Director meets the
criteria of independence as outlined in Section 149(6) of the Companies Act, 2013, and
Regulation 16(1)(b) of the SEBI Listing Regulations.

The Independent Directors appointed by the Board bring a diverse range of skills and expertise
essential for the effective functioning of the Company. These include leadership, technology and
operational experience, strategic planning, financial regulatory knowledge, legal and risk
management expertise, industry experience, research and development, and global business
acumen. Additionally, all Independent Directors comply with the provisions of Section 150 of the
Companies Act, 2013, read with The Companies (Appointment and Qualifications of Directors)
Rules, 2014.

13. FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

The Company has an orientation process/familiarization programme for its Independent
Directors that includes:

a) Briefing on their role, responsibilities, duties, and obligations as a member of the Board.

b) Nature of business and business model of the Company, Company's strategic and operating
plans.

c) Matters relating to Corporate Governance, Code of Business Conduct, Risk Management,
Compliance Programs, Internal Audit, etc.

As part of the onboarding process, when a new Independent Director is appointed, a
familiarization program, as outlined above, is conducted by the senior management team.
Similarly, when a new member is appointed to a Board Committee, they are provided with

relevant information about the Committee's functioning, as well as the roles and responsibilities
of its members. All of our Independent Directors have participated in this orientation and
familiarization process during their induction into the Board.

As part of its continuous training efforts, the Company organizes quarterly meetings between
the Independent Directors and the heads of various business and functional departments.
During these sessions, business leaders present detailed updates on key areas such as business
models, new strategies and initiatives, risk management procedures, and the regulatory
framework impacting the Company.

These meetings also provide Independent Directors with an opportunity to share their insights
and suggestions on various strategic and operational matters directly with the business and
functional heads. Details of the familiarization program can be found on the Company's website.

14. CEO/ CFO CERTIFICATION

In compliance with Regulation 17(8) and Schedule II of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is included in the annual
report.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

No significant or material orders have been passed by regulators, courts, or tribunals that would
impact the company's going concern status or future operations. However, we draw the
Members' attention to the disclosure on contingent liabilities and commitments included in the
notes to the Financial Statements.

16. DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT U/S 143 OF THE COMPANIES ACT,
2013

In accordance with Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors
nor the Secretarial Auditors have reported any instances of fraud to the Audit, Risk, and
Compliance Committee during the year under review.

17. MEETINGS OF THE BOARD

The Board convened 23 (twenty-three) times during the financial year 2024-25. Details
regarding the composition of the Board, Committees, meeting schedules, and attendance are
provided in the Corporate Governance Report, which is part of this Annual Report. The interval
between any two meetings did not exceed the 120-day maximum limit as stipulated by the
Companies Act, 2013. The required quorum was present at all meetings."

18. COMMITTEES OF THE BOARD

With a view to ensure effective decision making, the Board of Directors has constituted various
Statutory and Non- Statutory Committees to have focused attention on crucial issues. The name
of such committees is given herein below.

? Audit Committee of Directors

? Nomination and Remuneration Committee

? Corporate Social Responsibility Committee

? Stakeholders Relationship Committee

? Risk Management Committee

? Management Committee

Details of terms of reference of the Committees, Committee membership changes, and
attendance of Directors at meetings of the Committees are provided in the Corporate
Governance report.

19. VIGIL MECHANISM

The Company has implemented a comprehensive Vigil Mechanism and Whistle-blower Policy in
compliance with Section 177(9) of the Companies Act and Regulation 22 of the SEBI Listing
Regulations. The Company encourages employees to report any instances of fraudulent financial
information, leaks or suspected leaks of unpublished price-sensitive information, or any conduct
that violates the Company's Code of Business Conduct. Employees may report such issues to
management on an anonymous basis, if preferred. Additionally, the Company strictly prohibits
any form of discrimination, retaliation, or harassment against employees who report under the
Vigil Mechanism or participate in related investigations.

The Audit, Risk, and Compliance Committee regularly reviews the effectiveness of the Vigil
Mechanism. No employee of the Company has been denied access to the Audit, Risk, and
Compliance Committee. The Vigil Mechanism and Whistle-blower Policy are available on the
Company's website.

20. LISTING OF SHARES

The Company's Equity Shares are listed on the Bombay Stock Exchange Ltd. and the National
Stock Exchange of India Limited. The Company has paid the annual listing fees to both stock
exchanges for the financial year 2024-25.

21. DIRECTORS & KMP

21.1 CHANGE IN BOARD COMPOSITION

During the year, the company has appointed Mr. Simon Charles Hill as Non-Executive Non
Independent Director of the company vide Board Meeting dated 23^rd April, 2024. Further, after
the closure of the Financial Year, but before the signing of this report, appointment of Mr. Sumit
Bansal and Mrs. Richa Kalra an Additional Director Independent Category were approved in
Board meeting held on 08^th September, 2025 and recommend their appointment for the
approval of Shareholder in the 31^st Annual General Meeting.

21.2 RETIREMENT BY ROTATION:

"In accordance with Section 152(6) of the Companies Act and the provisions of the Company's
Articles of Association, Mr. Elesh Khara (DIN: 01765620), who retires by rotation, is eligible for
reappointment and has offered himself for re-election. The Board recommends his
reappointment."

21.3 INDEPENDENT DIRECTORS

The Board acknowledged the declaration and confirmation provided by the Independent
Directors, affirming that they meet the prescribed criteria of independence. This was done after
due assessment of the validity of the declarations, as required under Regulation 25 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Independent Directors have given declarations that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013 and in Regulation 16(1)(b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

21.4 KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company during
FY 2024-25 are:

• Mr. Nitin Khara, Chairman, Managing Director & Chief Executive Officer,

• Mr. Elesh Khara, Chief Financial Officer, and Executive Director,

• Ms. Prity Bhabhra - Company Secretary and Compliance Officer.

22. REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND
OTHER EMPLOYEES

CPIL's policy is to maintain an appropriate balance of executive, non-executive, and independent
directors to ensure the independence of the Board and to separate governance from
management functions. As of 31st March 2025, details regarding the composition of the Board
and its committees, the tenure of directors, their areas of expertise, and other relevant
information are provided in the Corporate Governance Report, which forms part of this Annual
Report.

The Company's policy on directors' appointment and remuneration, which includes criteria for
determining qualifications, positive attributes, independence, and other relevant matters as
required under Section 178(3) of the Companies Act, 2013, is available on the Company's
website.

There has been no change in the policy during the year.

23. DIRECTOR'S RESPONSIBILITY STATEMENT

Based on the internal financial controls and compliance systems established and maintained by
the Company, along with the work carried out by internal, statutory, cost, and secretarial
auditors, external agencies, and the audit of internal controls over financial reporting by the
Statutory Auditors, as well as reviews conducted by Management and relevant Board
Committees, including the Audit Committee, the Board is of the opinion that the Company's
internal financial controls were both adequate and effective during the financial year 2024-25.

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state
and confirm that:

> In the preparation of Annual Accounts of the Company, the applicable Accounting
Standards have been followed along with proper explanation to material departures;

> They have selected such Accounting Policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year 2024-25 and of the Profit of the
Company for that period.

> They have 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.

> They have prepared the annual accounts of the Company on a going concern basis.

> They have laid down internal financial controls in the company that are adequate and were
operating effectively.

> They have devised proper systems to ensure compliance with the provisions of all
applicable laws and these were adequate and operating efficiently.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Under Section 186 of the Companies Act, 2013, and Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, details regarding Loans, Guarantees, and
Investments are disclosed in the financial statements.

25. ANNUAL RETURN

The Company's Annual Return for the year ending 31st March, 2025, in Form MGT-7, as
mandated under Section 92(3) of the Companies Act, 2013, along with the Companies

(Management and Administration) Rules, 2014, is available on the Company's website at
www.confidencegroup.co.

26. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors has established a Risk Management Committee to develop, implement,
and oversee the Risk Management Plan for the Company. The Committee is tasked with
monitoring and reviewing the effectiveness of the plan. Major business and process risks are
periodically identified by the respective business and functional heads. The Audit Committee

provides additional oversight on financial risks and controls. Identified risks are systematically
addressed through ongoing mitigating actions.

Risk management is a core component of the Company's management policies and is embedded
in day-to-day operations as an ongoing process. During the review period, the Board of Directors
revised the roles and responsibilities of the Risk Management Committee to align with SEBI
Listing Regulations and ensure that the entire risk management process is well-coordinated and
executed according to the mitigation plan. The development and implementation of the Risk
Management Policy are discussed in the Management Discussion and Analysis Report, which
forms part of this Annual Report.

27. BOARD EVALUATION

The Board evaluated the effectiveness of its functioning, of the Committees and of individual
Directors, pursuant to the provisions of the Act and the SEBI Listing Regulations. The Board
sought the feedback of Directors on various parameters. In line with the Corporate Governance
Guidelines of the Company, Annual Performance Evaluation was conducted for all Board
Members as well as the working of the Board and its Committees.

The Nomination and Remuneration Committee has formulated criteria for Board evaluation, its
committees' functioning, and individual Directors including Independent Directors and also
specified that such evaluation will be done by the Nomination and Remuneration Committee and
the Board, pursuant to the Act and the Rules made thereunder read with the SEBI Listing
Regulations, as amended. Evaluation of functioning of Board Committees is based on discussions
amongst Committee members and shared by the respective Committee Chairperson with the
Board.

Individual Directors are evaluated in the context of the role played by each Director as a member
of the Board at its meetings, in assisting the Board in realising its role of strategic supervision of
the functioning of the Company in pursuit of its purpose and goals. While the Board evaluated its
performance as per the parameters laid down by the Nomination and Remuneration Committee,
the evaluation of Individual Directors was carried out as per the laid down parameters,
anonymously in order to ensure objectivity. The Independent Directors of the Board also
reviewed the performance of the Non-Independent Directors and the Board, pursuant to
Schedule IV to the Act and Regulation 25 of the SEBI Listing Regulations.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The objective of the Company's Corporate Social Responsibility (‘CSR') initiatives is to improve
the quality of life of communities through long-term value creation for all stakeholders. The
Company's CSR Policy provides guidelines to conduct CSR activities of the Company. The salient
features of the CSR Policy forms part of the Annual Report on CSR activities annexed to this
Report.

The Company remains committed to addressing societal challenges through development
programs aimed at enhancing the quality of life. It continues to lead in Corporate Social
Responsibility (CSR) and sustainability initiatives. The Company is dedicated to making a lasting
impact, striving to build a more just, equitable, humane, and sustainable society.

The contents of the CSR policy and the CSR Report as per the format notified in the Companies
(Corporate Social Responsibility Policy) Amendment Rules, 2021 dated January 22, 2021, is
attached as Annexure this report. CSR policy is also available on the Company's website.

The terms of reference of CSR committee, framed in accordance with Section 135 of the
Companies Act,2013, forms part of Board Governance, Nomination and Compensation
Committee. The brief details of CSR Committee are provided in the Corporate Governance
Report.

We affirm that the implementation and monitoring of CSR activities follows the Company's CSR
objectives and policy.

29. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with Section 134(3)(o) of the Companies Act, 2013, and Rule 9 of the Companies
(Corporate Social Responsibility) Rules, 2014, the annual report on CSR activities, which forms
part of the Director's Report, is attached as an Annexure to this Report.

30. AUDIT AND AUDITORS

30.1 APPOINTMENT OF STATUTORY AUDITORS

M/s. L N J Associates., Chartered Accountants, Nagpur (FRN-135772W) and M/s. Singhi & Co.,
Chartered Accountants, Mumbai (FRN-302049E), continues as Statutory Auditor of the
company.

30.2 STATUTORY AUDITOR'S REPORT

The Statutory Auditors of the company has given Qualified Auditors Report (Standalone and
Consolidated) for the financial year, 2024-25 and has been annexed with this report; The
Observation raised in the Audit Report are as below along with their reply from the board.

Standalone Audit Report

Observation 1 : As explained in Note no. 4 of the results, there is a difference in value of Input tax
credit of Goods and Services Tax (GST) as per the Books of accounts of the Company and the
amount reflected in GST Network Portal. We are unable to ascertain the impact of the same on
profit for the year and earlier period and its consequential impact on retained earnings and
assets..

Reply : There is difference in the value of Input Tax Credit (Electronic Credit ledger and
Electronic Cash Ledger) as per the Goods and Service Tax Network portal of Government of
India and amount as reflected in books of accounts. The Company is in process to reconcile the
differences and account for appropriate adjustments; however, the Company does not expect it
to be material and there will not be any significant impact on the profit and loss account.

Observation 2 : As detailed in note no. 05 of the results related to non- recognition of additional
provident fund liability on revised basic wages. This practice followed is not in compliance with
ruling of Honourable Supreme Court dated 28th February 2019 wherein definition of “wages”
was clarified to be inclusive of “Other allowances”. As the Company has not determined this
liability from date of ruling up to 31st March 2025, we are unable to ascertain the impact of the
same on profit for the year and earlier period and its consequential impact on retained earnings
and liabilities..

Reply : By virtue of Hon'ble Supreme Court ruling dated 28th February 2019, basic wages will
include other allowances also for the purpose of calculation of provident fund liability. As per
management's assessment such liability is not required to be recognized since The Employees
Provident Fund and Miscellaneous Provision Act 1952 Act is not amended updating the
definition of wages. Also, the Company is in the process seeking legal opinion from an expert.

Consolidated Audit Report

Observation :

1. As explained in Note no. 4 of the results, there is a difference in value of Input tax credit of
Goods and Services Tax (GST) as per the Books of accounts of the Company and the amount
reflected in GST Network Portal. We are unable to ascertain the impact of the same on profit for
the year and earlier period and its consequential impact on retained earnings and assets.

Reply : There is difference in the value of Input Tax Credit (Electronic Credit ledger and
Electronic Cash Ledger) as per the Goods and Service Tax Network portal of Government of
India and amount as reflected in books of accounts. The Company is in process to reconcile the
differences and account for appropriate adjustments; however, the Company does not expect it
to be material and there will not be any significant impact on the profit and loss account.

2. As detailed in note no. 05 of the results related to non- recognition of additional provident
fund liability on revised basic wages. This practice followed is not in compliance with ruling of
Honourable Supreme Court dated 28th February 2019 wherein definition of “wages” was
clarified to be inclusive of “Other allowances”. As the Company has not determined this liability
from date of ruling up to 31st March 2025, we are unable to ascertain the impact of the same on
profit for the year and earlier period and its consequential impact on retained earnings and
liabilities.

Reply : By virtue of Hon'ble Supreme Court ruling dated 28th February 2019, basic wages will
include other allowances also for the purpose of calculation of provident fund liability. As per
management's assessment such liability is not required to be recognized since The Employees
Provident Fund and Miscellaneous Provision Act 1952 Act is not amended updating the
definition of wages. Also, the Company is in the process seeking legal opinion from an expert.

30.2 COST AUDITORS AND COST AUDIT REPORT

Pursuant to Section 148(1) of the Companies Act, 2013 your Company is required to maintain
cost records as specified by the Central Government and accordingly such accounts and records
are made and maintained.

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records
and Audit) Amendment Rules, 2014, your Company is also required to get its cost accounting
records audited by a Cost Auditor.

In terms of Section 148 of the Act, the Company is required to maintain cost records and have
the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and
maintained by the Company as required under Section 148(1) of the Act.

Accordingly, the Board, on the recommendation of the Audit Committee, re-appointed M/s.
Narendra Peshne & Associates, Cost Accountants, Nagpur to conduct the audit of the cost
accounting records of the Company for FY 2025-26. The remuneration is subject to the
ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit
and Auditors) Rules, 2014 and is accordingly placed for ratification.

30.3 SECRETARIAL AUDITOR

CS Siddharth Sipani, Practicing Company Secretary, Nagpur was appointed by Board of Director
to conduct the Secretarial Audit of the Company for the Financial year 2024-25 as required
under Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith to this Report.
The report contains remark made by the Secretarial Auditors and comments as given below:

i) Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Company has made delay in submitting the Financial Result for the Quarter
and year ended 31st March, 2024.

Reply : The company has faced the Power failure issue and transformer related issue during the
meeting and after resolving the power and transformer issue, the board has come across with
preschedule Extra-ordinary General Meeting hence board decide to take halt of board meeting
and resume it after the conclusion of Extra-ordinary General Meeting. The board has also
intimated this to stock exchanges before the commencement of Extra-ordinary General Meeting.
As soon as the board finalise the assessment, the Financial Statement along with requisite
reports were approved by the board and intimated to exchanges with in prescribe time after the
conclusion of board meeting. The company has filed waiver application to exchange.

ii) SEBI Master Circular -S

EBI/HO/CFD/PoD-2/P/CIR/2023/00094 and Pursuant to Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2018, Company has made
delay in application for trading approval to the stock exchange/s within 7 working days from the
date of grant of listing Approval with Lock-in certificate.

Reply : Company has made Trading Applications without Lock-in Certificate but due to delay in
receiving Lock-in Certificate from Depository, the company was not able to re-submit filed
application with requisite lock in certificate within time and hence application got rejected and
accordingly filed again and exchanges imposed penalty of Rs. 28,60,000 and thereafter company
has filed waiver application and fine was reduced to Rs. 7,20,000. The company has paid this fine
imposed.

31. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has established effective systems to ensure compliance with the applicable
secretarial standards issued by The Institute of Company Secretaries of India. These systems are
adequate and functioning effectively. The Company has duly adhered to the Secretarial
Standards, SS-1 and SS-2, which pertain to meetings of the Board of Directors and General
Meetings, respectively.

32. CODES OF CONDUCT FOR DIRECTORS AND EMPLOYEES

The Company has adopted a Code of Conduct for its Non-Executive Directors, including a specific
code for Independent Directors, which incorporates the duties outlined for Independent

Directors under the Companies Act. Additionally, the Company has implemented a Code of
Conduct for its employees, including the Managing and Executive Directors.

33. INTERNAL CONTROL SYSTEM/ FINANCIAL CONTROL

CPIL has a robust and well-integrated internal control system that ensures the safeguarding of
all assets, protecting them from unauthorized use or loss. It also ensures that all transactions are
authorized, accurately recorded, and properly reported. The system is designed to comply with
all applicable laws and regulations, enabling the optimal utilization of resources while protecting
the interests of all stakeholders. The Company's compliance initiatives are detailed in the
Corporate Governance Report, which forms part of this Annual Report.

The internal audit plan is aligned with the Company's business objectives and is reviewed and
approved by the Audit Committee. The Committee also oversees the adequacy and effectiveness
of the Company's internal control framework. Any significant audit findings are followed up, and
the actions taken are reported to the Audit Committee. The internal control system is designed
to be appropriate for the nature, size, and complexity of the Company's operations.

The key internal financial controls have been documented, automated wherever possible and
embedded in the respective business processes. Assurance to the Board on the effectiveness of
internal financial controls is obtained through 3 Lines of Defence which include:

a) Management reviews and self-assessment

b) Continuous controls monitoring by functional experts; and

c) independent design and operational testing by the Group Internal Audit function.

The Company believes that these systems provide reasonable assurance that the Company's
internal financial controls are adequate and are operating effectively as intended.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014 are set out below:

(A) CONSERVATION OF ENERGY

Your Company is continuously taking initiatives to ensure the optimum utilization of energy
available in day-to-day operations not only in offices but also at different sites of execution of
various projects. Your Company uses energy efficient lighting devices, light fittings to save
energy, capacitor bank/ devices to maintain power factor and plant & equipment which are
environment and power efficient.

(B) TECHNOLOGY ABSORPTION

Your Company is doing its business by ensuring optimum utilization of its available resources.
Your Company has not undertaken any research & development activity so far. It has been
executing its projects by using modern techniques, modern machineries and by ensuring the
optimum utilization of its technical, professional, and skilled manpower.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred the following expenses in foreign currency during the financial year
2020-21. The rupee equivalent of that amount has been given hereunder.

Foreign Exchange earnings and Outgo: Earning of foreign Currency and outgo is made under
following head.

35. INTERNAL COMPLAINT COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In accordance with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and the Rules made thereunder,
the Company has in place a policy which mandates no tolerance against any conduct amounting
to sexual harassment of women at workplace..

The Company is committed to providing a safe and conducive work environment to all its
employees and associates. The Company periodically conducts sessions for employees across
the organization to build awareness about the Policy and the provisions of Prevention of Sexual
Harassment Act.

During the year under review, there were no complaints pertaining to sexual harassment.

36. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following
matters as there were no transactions on these items during the year under review:

• There are no significant material orders passed by the Regulators or Courts or Tribunal, which
would impact the going concern status of the Company and its future operation. However,
Members attention is drawn to the Statement on Contingent Liabilities and Commitments in the
Notes forming part of the Financial Statement.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• There has been no change in the nature of business of the Company as on the date of this
Report.

• There was no application made or proceeding pending against the Company under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

37. CAUTIONARY STATEMENT

Some statements in the Management Discussion and Analysis Report regarding the Company's
objectives, projections, outlook, expectations, and estimates may be considered ‘forward-looking
statements' as defined under applicable laws and regulations. Actual results may differ
materially from these expectations, whether expressed or implied. Various factors, including
economic conditions impacting demand and supply, government regulations and taxation,
natural disasters, and other events beyond the Company's control, could significantly affect its
operations.

38. ACKNOWLEDGEMENT

The Board expresses its sincere gratitude to the customers, vendors, dealers, investors, business
associates, bankers, and communities for their continued support throughout the year. The
Board also appreciates the invaluable contribution of employees at all levels. The Company's
ability to overcome challenges was made possible through their dedication, teamwork,
cooperation, and unwavering support.

For and on behalf of the Board Director

Sd/- Sd/-

Nitin Khara Elesh Khara

Chairman & Managing Director Director & CFO

DIN: 01670977 DIN :01765620

Place: Nagpur
Date: 08/09/2025