To,

The Members,

Confidence Petroleum India Limited,

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:

2.1 COMPANY'S PERFORMANCE (STANDALONE & CONSOLIDATED)

At Confidence Petroleum India Ltd. (CPIL), 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.

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.

21.1 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.

30.1 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.