Chandra Prabhu International Ltd Directors Report

To

The Members

Chandra Prabhu International Ltd.

Your Directors are pleased to have this opportunity to report on Companys progress during the year financial year 2024-25 and to submit the 40^thAnnual Report & Audited Financial Statements (Standalone) comprised of Balance Sheet as on 31^st March, 2025 and Profit & Loss Account for the period ended on 31^st March, 2025.

FINANCIAL RESULTS

Amount in Lacs

Particulars	Standalone
	2024-25	2023-24
Turnover/ Income from operations	99,426.36	85483.12
Other Income	534.24	267.92
Profit/(Loss) before tax, finance cost & depreciation	99,960.60	85751.04
Finance Cost	710.72	502.35
Depreciation	109.82	62.20
Exceptional items (income)	0.00	0.00
Profit/(Loss) before tax	323.00	143.78
Current Tax	114.36	57.91
Tax Adjustments for earlier years	0.00	0.00
Deferred Tax	(27.47)	8.37
MAT Credit Entitlement	-	-
Other Adjustments	-	-
Profit/(Loss) After Tax	236.11	77.50
Add/(Less):Other Comprehensive Income (net of taxes)	0.25	1.07
Total Comprehensive Income/ (Expenses) for the year	236.36	78.57

DIVIDEND

Keeping in view the overall financial position of the Company, the Board has not recommended any dividend for the F.Y 2024-25.

TRANSFER TO RESERVE

As per Standalone financials, the net movement in the reserves of the Company for FY 2025 is as follows:

Amount in Rs.

Particulars	As at 31.03.2025
General Reserves
General Reserve - Op Bal	39,89,291
Retained Earnings
Opening Balance	42,84,64,036
Add: Surplus in Statement of Profit & Loss	2,36,08,962
Add/(Less): Gratuity Exp related to OCI adjusted as per Ind AS	34,134
Add/(Less): Deferred Tax impact related to exp of OCI	(8,591)
Total	45,20,98,541
Less: Final Dividend Paid	-
	45,20,98,541
Other Equity
General Reserves	39,89,291
Retained Earnings	45,20,98,541
Closing Balances	45,60,87,832

COMPANYS PERFORMANCE

During the year, under review the performance of the Company has registered Significantgrowth and the turnover during the year was Rs. 99,426.36 lakhs as against Rs. 85483.12 lakhs in the previous year indicating a increment of about 16.90 % over the last year. The year under review resulted in Profit after Tax (PAT) attributable to shareholders of Rs. 236.11 lakhs as compared to

Profit of Rs. 77.50 lakhs during the previous year. The management is optimistic on the performance of the Company in future to maintain the growth momentum and a detailed discussion is provided under Management discussion and analysis report.

HUMAN RESOURCE DEVELOPMENT

Nurturing talent for the future is essential for our continued success. Our culture is at the center of everything we do, shaping us into who we are today Over the past 40 years, our values, excellence, collaboration, and most importantly, our people have molded our unique culture We have long-established paths for employee upskilling and reskilling, and our efforts have been well-rewarded, providing value to our people and us. Our Company remains committed to nurture an inclusive workplace for our diverse talent.

As we look ahead, our company remains deeply committed to fostering an inclusive environment that celebrates diversity and empowers every individual to grow and succeed.

COMPANYS AFFAIRS

Chandra Prabhu International Ltd. is a well known name engaged mainly, in the business of trading of Coal, Synthetic

Rubber and Chemicals, metal etc. However effectively at

present coal, metal trading & dealing in agro sector. Over the years Chandra Prabhu International Ltd. has built a formidable reputation of being a completely professionally managed Company where customer satisfaction is of paramount consideration. Further, the Company has already revived and restarted its Agro Business using new and innovative technology, alongwith Hi-tech agro machinery/equipments, and is actively seeking opportunities in its agro division business.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

As required under Section 134(3) of the Act, the Board of Directors informs the members that during the financial year, there have been no material changes, except as disclosed elsewhere in the Annual Report.

CHANGE IN THE NATURE OF THE BUSINESS

During the period under review, there is no change in the nature of the business of the Company.However,the Company has altered its object clause by substituting the new sub-clause No. 4 in the main objects Main Object vide Special Resolution passed by the members of the Company through 39th Annual General Meeting held on September 20, 2024. The sub-clause 4 of the main objects are as follows: -

4. a. (i) To carry on the business of farm management system, contractfarming, Vertical Farming, Horizontal Farming, Aquaponic Farming, Hydroponic Farming and all type of agricultural and horticultural activities, production, harvesting etc. with use of new and innovative technology, modern equipment etc. and by collecting and analyzing data about the soil, plants, and animals of various soil quality or topography variations and ensuring optimum utilization water, fertilizer, plant nutrients, pesticides, seeds, and labor in India and to acquire, hold & buyfreehold or leasehold agriculture land, farm, garden or any otherproperty in order to cultivate, grow, collect, process, produce, set-up and carry on the said business.

(ii) To cultivate, grow, produce, harvest raise or deal in agriculture produce and to set up agrofarming with innovative technology and equipment and to import, export, buy, sell, manufacture, market ordeal in agriculture produce of all description which inter alia include but is not limited to fruits, vegetable, seeds, Medicine and herbalproducts and otherfood items derivedfrom agricultural or farming activities.

(iii) To buy, sell, import, export or otherwise deal in allplants and machinery, implements, accessories, tools, materials, substances, goods or things of any description used in all types of operations of contact farming, farming management, horticulture, agriculture including tractors, power tillers, sprayers, dusters, mist blowers, threshers and all types of modern agricultural equipment, implements, fertilizers etc.

b. To undertake or promote scientific research for farming, innovating technology etc and to providetraining, education by way of seminars, workshops, training programs for implementing different schemes of the central / state governments and other public authorities relating to the main business or class of business of the Company.

SUBSIDIARY AND ASSOCIATES COMPANIES

There is no subsidiary, associate or joint venture of the Company.

Therefore, Pursuant to provisions of section 129(3), details regarding subsidiaries/associates in the prescribed Form AOC-1 are not required to be attached.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls (IFCs) and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of IFCs over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee of Directors, the Board is of the opinion that the Companys IFCs were adequate and effective during FY 2024-25.

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledgeand ability, confirm that:

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

ii) 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 and of the profit of the Company for that period;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

DIRECTORS & KEY MANAGERIAL PERSONNEL I DIRECTORS I

In accordance with the provisions of Sections 149 and 152 of I the Companies Act, 2013, and the rules made thereunder, as I amended from time to time, along with Regulation 17 of the I SEBI (Listing Obligations and Disclosure Requirements) I Regulations, 2015, the Board of Directors shall comprise an I optimum combination of executive and non-executive directors, I including at least one-woman director. As on 31 st March 2025, I the Companys Board consists of Mr. Gajraj Jain (Managing Director), Mr. Pradeep Goyal (Non-Independent, NonExecutive Director), Mr. Tilak Raj Goyal, Mr. Jitendra Kumar

Mishra, and Mr. Punit Jain (Independent Directors), along with Mrs. Hemlata Jain as the Woman Director (Non-Executive Director).

CHANGE IN DIRECTORS INCLUDING INDEPENDENT DIRECTOR

During the F.Y under review, on the recommendation of Nomination and Remuneration Committee, the board of directors in their meeting held on 25^thJuly, 2024 had appointed Mr. Pradeep Goyal (DIN: 3568525) as additional Director(Non-Executive Non-Independent) for the period of 5 years w.e.f 25^th July, 2024. He was subsequently regularized as a director at the 39^thAnnual General Meeting and continues to serve on the Board in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the requirements of the Act and the Companys Articles of Association, Mr. Pradeep Goyal (DIN:3568525), retires by rotation and is eligible for re-appointment Members approval is being sought at the ensuing AGM for her re-appointment.

During the year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, as applicable, received by them.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based upon the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management. The Company has received declarations from all the Directors confirming that they are not disqualified/ debarred from being appointed/ reappointed as Director.

KEY MANAGERIAL PERSONAL(KMP)

During the year under review, there were no changes in the KMP of the Company.As on 31^stMarch, 2025, Mr. Gajraj Jain, Chairman Cum Managing Director, Mr. Akash Jain, Chief Executive Officer (CEO), Mr. AmarSingh Chief Financial Officer, Ms. Komal, Company Secretary and Compliance Officer& Mr. Atul Jain, Chief Operating Officer are the Key Managerial Personnel as per the provision of Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

However, subsequently, Ms. Komal resigned from the office of Company Secretary and Compliance Officer with effect from May 30, 2025. Mr. Deepak Raj Singh

was appointed as the Company Secretary and Compliance Officer of the Company with effect from June 2, 2025. Thereafter, Mr. Akash Jain, Chief Executive Officer, and Mr. Atul Jain, Chief Operating Officer, resigned from their respective positions with effect from July 7, 2025.

Further, the tenure of Mr. Gajraj Jain, Chairman cum Managing Director of the Company shall expire on 16 April, 2026.Based on an evaluation of the balance of skills, knowledge and experience on the Board and further, on the report of performance evaluation, the external business environment, business knowledge, skills, experience considered that the association of Mr. Gajraj Jain Chairman cum Managing Director of the Company would be beneficial to the Company, and based on the recommendation of the Nomination and Remuneration Committee, the Board, vide Resolution passed on August 08, 2025, re- appointed Mr. Gajraj Jain, Chairman cum Managing Director of the Company and subject to approvalof the Members by way of Ordinary Resolution at the ensuing AGM of the Company, re-appointed him as a Chairman cum Managing Director, not liable to retire by rotation, for the further period of 3 years commencing from April 17, 2026upto April 16, 2029. Accordingly, Members approval is being sought at the ensuing AGM for his appointment.

DECLARATION GIVEN BY AN INDEPENDENT DIRECTOR(S) UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013

Pursuant to the provision of Section 149(7) of the Act read with Regulation 25(8) of the Listing Regulation, the Company has received a declaration from each of the Independent Director that they meets the criteria of independence as provided under section 149(6) of the Act & SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year.

All the Independent Directors of the Company have complied with the requirement pertaining to the inclusion of their names in the data bank of independent directors maintained by Indian Institute of Corporate Affairs and they meet the requirements of proficiency self-assessment test.

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognised and is doyen of the industry. There is an optimum mix of expertise (including financial expertise),leadership and professionalism.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors of your Company, met 9(Nine) times during the Financial year ended March 31, 2025, i.e. on 19^th April, 2024,25^th April, 2024, 28*May, 2024, 11^th June, 2024, 25^th July, 2024, 24^th October, 2024,10^th December, 2024,31^st January, 2025, &31 ^stMarch, 2025 respectively The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17(2) of the Listing obligations & Disclosure Requirements of SEBI.

The details and attendance of meetings of the board, its committees and the annual general meeting are mentioned in the Corporate Governance Report, which forms part of this Report.

MEETING OF INDEPENDENT DIRECTORS

During the financial year 2024-25, the meeting of Independent Director was held on 31^stJanuary, 2024, to review the performance of Non Independent Director. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and 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.

BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has conducted its annual evaluation of the Boards overall performance, the functioning of its committees, and the contribution of individual directors.

The evaluation of the Board was carried out by seeking inputs from all directors, based on criteria such as the composition and structure of the Board, effectiveness of its processes, quality of information shared, and overall functioning.

Similarly, the performance of Board Committees was assessed by the Board after obtaining feedback from respective committee members, focusing on aspects such as committee composition, frequency and effectiveness of meetings, and clarity of roles and responsibilities.

u The Nomination and Remuneration Committee (NRC),

I along with the Board, reviewed the performance of individual directors using parameters such as

preparedness for meetings, quality of participation, and the value of contributions made during discussions. The Chairmans performance was also evaluated on key leadership aspects.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole, and the Chairman was reviewed, incorporating the views of both Executive and Non-Executive Directors. The outcomes of this meeting were subsequently discussed in the Board meeting that followed.

The evaluation of Independent Directors was conducted by the entire Board, excluding the director being evaluated, in accordance with applicable regulatory guidelines.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The report on Corporate Governance and Management Discussion and Analysis Report as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is integral part of this Annual Report along with the required Certificate from Practicing Company Secretary regarding compliance of the conditions of Corporate Governance.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETING AND GENERAL MEETING

The Institute of Company Secretaries of India has currently mandated compliance with the Secretarial Standards on board meetings and general meetings. During the year under review, the Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors report.

The board on recommendation of Nomination and Remuneration Committee approved Remuneration Policy for Director, KMP and Senior Management Employee are also available at the website of the company i.e. www.cpil.com.

RISKMANAGEMENT POLICY

Effective risk management is fundamental to sustainable success and forms an integral part of the Companys governance framework. While a certain degree of risk isinherent in the pursuit of strategic objectives, a robust risk * ir"management system enables the Company to optimize business jpportunities, enhance resilience, and respond proactively to a dynamic external environment.

The Companys risk management approach facilitates early identification and assessment of risks, enabling appropriate mitigation strategies to manage uncertainties, minimize potential threats, and capitalize on opportunities. These risks are broadly categorized into Strategic, Operational, Financial, and Legal/Regulatory risks.

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a formal Risk Management Policy, duly approved by the Board of Directors. A structured risk management framework has been implemented to identify, evaluate, monitor, and control risks that may impact the Companys operations or threaten its long-term viability.

INTERNAL CONTROL SYSTEMS

The Company has instituted an internal control system that is commensurate with the size, scale, and complexity of its operations. To ensure objectivity and independence, the Internal Audit function reports directly to the Chairman of the Audit Committee of the Board.

An Internal Auditor, appointed by the Company, is responsible for monitoring and evaluating the effectiveness and adequacy of internal control mechanisms. Based on the auditors findings, process owners implement corrective actions within their respective domains, thereby reinforcing the control environment. Significant audit observations and the corresponding remedial measures are presented to the Audit Committee for review.

The Audit Committee of the Board actively oversees the adequacy and effectiveness of the internal control systems and recommends improvements where necessary. It is periodically apprised of internal audit findings, and corrective actions are taken accordingly. For further details, please refer to the section titled “Internal Control Systems and Their Adequacy” in the Management Discussion and Analysis Report, which forms part of this Annual Report.

BOARD COMMITTEES

Detailed composition of the mandatory Board Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee& Corporate Social Responsibility (CSR) are as under:

AUDIT COMMITTEE

The role, terms of reference, authority and powers of the Audit Committee are in conformity with Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee met periodically during the year and had discussions with the auditors on internal control systems and internal audit report.

NOMINATION & REMUNERATION COMMITTEE

The role, terms of reference, authority and powers of the Nomination & Remuneration Committee are in conformity with Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.

STAKEHOLDER RELATIONSHIP COMMITTEE

The role, terms of reference, authority and powers of the Stakeholder Relationship Committee are in conformity with Section 178 of the Companies Act, 2013 read with Regulation 20 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The role, terms of reference, authority and powers of the Corporate Social Responsibility Committee are in conformity with Section 135 of the Companies Act, 2013.

The details regarding all the above said committees are given in the Corporate Governance Report which forms a part of this Report.

AUDITORS

STATUTORY AND BRANCH AUDITORS

Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Act (including any statutory modification or re-enactment thereof for the time being in force) and the Companies (Audit and Auditors)Rules, 2014, as amended from time to time and on the recommendation of Audit Committee, the board of directors at their meeting held on August 03, 2022 appointed M/s J P S & CO. Chartered Accountants (FRN: 004086N) as Statutory Auditors of the Company whose appointment was approved by the shareholder in the 37^th AGM for a term of five years to hold office from the conclusion of the 37*AGM till the conclusion of the 42^ndAGM in 2027.

The Company has in its Notice convening AGM sought approval from the Members for passing a resolution regarding authorizing the Board to appoint Branch Auditors of any Branch office of the Company, whether existing or which may beopened/acquired, outside India, to act as Branch Auditors.

STATUTORY AUDITORS REPORT

The standalone financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act. The Notes to the financial statements referred in the Auditors Report are self-explanatory.

There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITORS & THEIR REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules framed there under and on the recommendation of the Audit Committee, the Board of Directors of the Company have appointed M/s. KKS & Associates, Company Secretaries as the Secretarial Auditor of the Company for the financial year 2024-2025. The Company has received consent from M/s. KKS & Associates, Company Secretaries, for their appointment. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or noncompliances. Further, his secretarial audit report is annexed as Annexure-IIto this Report in prescribed Form MR-3.

The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

Further, in pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended vide SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report for the Financial Year ended on March 31, 2025 as issued by M/s. KKS & Associates, Company Secretaries is also available at BSE India.com and on the website of the Company i.ewww.cpil.com.

Pursuant to recent amendments in SEBI Listing Regulations vide Circular No. SEBI/LAD-NRO/GN/2024/218 dated December 12, 2024, basis the recommendation of Board of Director(s), a listed entity shall appoint/ re-appoint:

I. an individual as Secretarial Auditor for not more than1 (One) term of 5 (Five)consecutive years; or

ii. a Secretarial Audit firm as Secretarial Auditor for not more than 2 (Two) terms of 5 (Five)consecutive years, with the approval of its Members in its AGM to be held for the Financial Year 2024-25.

In accordance with Section 204 of the Act, read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules,2014, and Regulation 24(A) of the SEBI Listing Regulations, based on the recommendation of the Audit Committee and subject to the approval of the Members of the Company at the ensuing AGM, the Board of Director(s), at their meeting held on August 08, 2025, approved the appointment of M/s Baladeva Chitranjan & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company, for a term of 5 (Five)consecutive financial years, commencing from the financial year2025-26 till financial year 202930.

INTERNAL AUDITOR

In terms of Section 138 of the Companies Act, 2013 and Rules framed there under,M/s Baj & Company, Chartered Accountant, was appointed as an Internal Auditor of the Company for the F.Y 2024-25.

Further, the board of directors in their board meeting held on Tuesday, 29¹May,

2025, has re-appointed M/s Baj & Company, Chartered Accountant as an Internal Auditor of the Company for the

F.Y 2025-26. He will perform all the duties of internal auditor and conduct the Audit of the Company for FY 2025-26.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK

There are no qualifications, reservations or adverse remarks or disclaimers made ?

(i) by the Statutory Auditors in their report; and

(ii) by the Secretarial Auditors in their report.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2025 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31,2025. The Notes to the Financial Statements forms an integral part of this Report.

FINANCIAL RATIOS

The Key Financial Ratios with detailed explanations were disclosed in the Financial Statements, which formspart of this Report.

FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, there was no frauds reported by statutory auditors to Audit Committee and/or board under sub-section (12) of section 143 of the Companies Act, 2013.

DISCLOSURE REGARDING MAINTAINANCE OF COST RECORD

The Company is not required to maintain the cost record as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

FUTURE PROSPECTS

The Board expects that the Company will continue to improve its overall performance and excel to enhance the profitability of the Company, in the present economic scenario and huge potential demand of these products in the Indian market, via its s trateg y competency, operational efficiencies and new line of activity on its successful implementation.

CONSOLIDATED FINANCIAL STATEMENT

The Company has no subsidiary &

associate Company. Therefore, in accordance with Section 129(3) of the Companies Act 2013 and Regulation 34(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the provision regarding consolidated Financial Statements is not applicable.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act 2013 and Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has adopted vigil mechanism in the form of Whistle Blower Policy for the Directors and Employees of the Company to deal with instances of fraud or mismanagement, if any The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behaviour. The Company had adopted a Code of conduct for Directors and Senior Management Executives (“the Code”), which lays down the principles and standards that should govern their actions.

The Policy regarding the same can be accessed at the website of the company. All Senior Management personnel have affirmed compliance with the CPIL Code of Conduct. The CEO & Managing Director has also confirmed and certified the same. The certification is at the end of the Report on Corporate Governance.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of Directors of the Company for redressal. No person has been denied access to the Chairman of the Audit Committee of Directors.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions, Material Related Party Transactions and the same is available on the website of the company at www.cpil.com. All Related Party Transactions are placed before the Audit Committee and also the Board/Members for their approval, wherever necessary. An omnibus approval from the Audit Committee is obtained for the related party transactions. The related party transactions including under sub ?section (1) of Section 188 of the Companies Act, 2013 entered during the financial year were on an arms length basis and were in the ordinary course of business. The details of the same are annexed herewith as “Annexure-I” in the prescribed Form AOC-2 & also in Note 36 to the Standalone Financial Statements of the Company.

Further, there were no transactions which were material (considering the materiality thresholds prescribed under the Companies Act and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Company in terms of regulation 23 of the Listing Regulations submitted disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges. The said disclosures can be accessed on the website of the Company atwww.cpil.com.

CORPORATE SOCIAL RESPONSIBILITY

The CSR Committee has been entrusted with the prime responsibility of recommending to the Board, the CSR activities to be undertaken by the Company in terms of CSR Policy, the amount of expenditure to be incurred and monitoring the implementation of the framework of the CSR Policy. The CSR policy of the Company has been provided on the Companys website at www.cpil.com. The Annual Report on CSR activities having a brief overview of the projects undertaken, as required under the Companies (Corporate Social Responsibility Policy)Rules, 2014 has been annexed as Annexure-IIIof this Report

The Composition of CSR Committee and other details are the part of Corporate Governance Report.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS (NED) AND DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS

The NEDs have no pecuniary relationship except the sitting fees paid for the meeting of board of Directors/Committee.

The details regarding the remuneration of directors along with their shareholding are disclosed in Corporate Governance Report which forming part of this Annual Report.

INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS

There is no relationship between directors except Mr. Gajraj Jain, Chairman Cum Managing Director of the company who is the husband of Mrs. Hemlata Jain, Woman Director of the Company.

Further, Mr. Akash Jain, CEO of the Company who is the son of Mr. Gajraj Jain & Mrs. Hemlata Jain.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2025 was Rs. 36,980,000/-. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.

E-VOTING

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations & disclosure Requirements) Regulations, 2015 relevant circular(s) issued by the Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India(SEBI) in this regard. The instruction(s) for “remote e-voting” and “e-voting” during the AGM for ensuing Annual General Meeting is also provided with notice to shareholders of this Annual Report.

ANNUAL RETURN

Pursuant to Section 92 and 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company which can be accessed through www.cpil.com.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors, designated persons & employee of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Code of Conduct to regulate, monitor and report Insider trading is uploaded on the Companys website: www.cpil.com.

DISCLOSURE ABOUT THE RECEIPT OF COMMISSION

In terms of Section 197(14) of the Act and rules made there under, during the year under review, no director has received any commission from the Company thus the said provision is not applicable to the Company.

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

Information in respect to Conservation of Energy technology absorption, foreign exchange earnings and outgo, pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 is as follows:-

Foreign Exchange Earnings and Outgoings	31st March, 2025	31st March, 2024
Earnings in Foreign Currency	NIL	Rs. 53.45
Expenditure in Foreign Currency	NIL	Rs. 174.23
CIF Value of Imports	NIL	Rs.6049.10

PARTICULARS EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There was no employee in receipt of remuneration in the limit as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, the statement/ information required under section 197 read with Rule 5 is not applicable.

Sr. No.	Particulars	Details
	The ratio of the remuneration of each director to the median remuneration of the employees of the company for financial year	Mr. Gajraj Jain - Nil Mrs. Hemlata Jain - Not Applicable* Mr. Jitendra Kumar Mishra - Not Applicable* Mr. Tilak Raj Goyal -Not Applicable* Mr. Punit Jain -Not Applicable* Mr. Pradeep Goyal-Not Applicable*
(ii)	the percentage Increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;	NIL
	the percentage Increase in the median remuneration of employees in the financial year.	NIL
(iv)	the number of permanent employees on the rolls of Company;	22Employees as on March 31, 2025.
(v)	average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;	NIL
(v)	Affirmation that the remuneration is as per the remuneration policy of the Company.	Remuneration paid during the FY 2024-25 is as per the Remuneration Policy of the Company.

Notes: -

* 1. The remuneration to Non-Executive Directors consists of Sitting Fees only.

2. It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration policy of the Company.

PUBLIC DEPOSITS

During the year, the Company has not received any Deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet under the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and Chapter V of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In terms of Section 134 (3) (g), towards inclusion of the details of particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 & Rules made thereunder in this report, the same are given in the notes to the Financial Statements.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124(5) of the Companies Act, 2013, Unpaid Dividend amount of the company which remained unpaid or unclaimed for a period of seven years from the date of such transfer has been transferred to the Investor Education and Protection Fund (IEPF) established under sub-section (1) of section 125.Members are requested to ensure that they claim the dividends before they are transferred to the said Fund. Member(s) who have not encash their dividend warrants so far for any previous sevenfinancial yearsare requested to make their claims to the office of the Registrar and Share Transfer Agents i.e M/s Alankit Assignment Ltd ,4E/2, Jhandewalan Extension, New Delhi-110055. During the year under review, no amount was required to be transferred to the Investor Education and Protection Fund by the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed for providing and promoting a safe and healthy work environment for all its employees.

In accordance with the provisions of the Sexual Harassment of Women at the Workplace (prevention, Prohibition & Redressal) Act, 2013 and the Rules framed there under for prevention and redressal of complaints of sexual harassment at workplace, along with a structured reporting and redressal mechanism. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the said Act.

There were no complaints regarding sexual harassment by any women employees (permanent, contractual, temporary, trainees) who are covered under this policy till the date of this report.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees of the Company are covered under the aforementioned Policy.

The summary of complaints received and disposed off up to March 31, 2025 were as under:

Number of complaints received: 0 Number of complaints disposed off: 0

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

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF CREDIT RATING

The Company was not assigned with any Credit Rating.

CORPORATE POLICIES

The Listing Regulations mandate the formulation of certain policies for all Listed Companies. The Corporate Governance Policies are available on the Companys website at www.cpil.com. The policies are reviewed periodically by the Board and updated as needed.

DETAILS OF DIFFERENECE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from Banks & Financial Institutions.

CORPORATE GOVERNANCE

A separate report on Corporate Governance containing General Shareholders information, along with the Certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as a part of this Report.

SIGNIFICANT MATERIAL ORDER PASSED BY REGULATORS OR COURT OR TRIBUNALS AGAINST THE COMPANY

During the period under review, there was no significant and material order passed by regulators or court or tribunals against the company impacting the going concern status and Companys operations in future.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders request / grievance at the minimum. Priorityis accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders Grievance Committee of the Board meets periodically and reviews the status of the Shareholders Grievances. The shareholders of the Company continue to be traded in electronic forum and dematerialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS 2015

The companys equity shares continue to be listed on the Bombay Stock Exchange (BSE), Mumbai which has nationwide trading terminals. The company has paid the Annual Listing Fees to BSE for the Financial Year 2024-2025.All compliances with respect to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 have been duly made by the company

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 40 Annual General Meeting of the Company including the Annual Report for Financial Year 2024-25 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

GENERAL

I. During the year, there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:

a. Issue of equity shares with differential rights also dividend, voting or otherwise.

b. Issue of shares (includings weat equity shares) to employees of your Company under any scheme.

c. Buy-back of shares.

d. No settlements have been done with banks or financial institutions.

II. During the year under review, the Company remained compliant with the Maternity Benefit Act, 1961, and has ensured all necessary measures are in place for eligible employees, despite no such cases arising during the period

ACKNOWLEDGEMENT

On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our shareholders, customers, business partners, vendors, bankers, financial institutions and academic institutions for all the support rendered during the year.

The Directors are thankful to the Government of India, the various ministries of the State Governments, the Central and State Electricity Regulatory authorities, communities in the neighborhood of our operations, local authorities in areas where we are operational in India; as also partners, governments and stakeholders where the Company operates, for all the support rendered during the year.

Finally, we appreciate and value the contributions made by all our employees and their families for making the Company what it is. Your companys employees are instrumental to your company achieving higher business goals. Your directors place on record their deep admiration of the commitment and contribution of your companys employees. Your support as shareholders is greatly valued. Your directors thank you and look forward to your continuance support.

CAUTIONARY STATEMENT

The Annual Report including those which relate to the Directors Report, Management Discussion and Analysis Report may contain certain statements on the Companys intent, expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect the Companys performance could be the demand and supply, changes in Government regulations, tax laws etc.

Gajraj Jain	Jitendra Kumar Mishra
Chairman Cum Managing Director	Independent Director
DIN: 00049199	DIN: 0798342

Place : Gurugram Date : August 08, 2025

Corporate Identification Number (CIN): L51909HR1984PLC133745 Registered Office: 522, 5th Floor, DLF Galleria , Commercial Complex, DLF City Phase IV, Gurugram, Haryana, 122009

Email: info@cpil.com, investor@cpil.com Phone: +91-124-44754936 Website: www.cpil.co