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Confidence Petroleum India Ltd Directors Report

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Confidence Petroleum India Ltd Share Price directors Report

To,

The Members

Confidence Petroleum India Limited,

Your Directors are pleased to present the 32nd Annual Report of the Company, along with the Audited Standalone and Consolidated Financial Statements for the Financial Year 2025-26. The consolidated performance and financial results of the Company and its subsidiaries have been duly considered and incorporated in the relevant sections of this Report, wherever applicable.

1. FINANCIAL HIGHLIGHTS ( Standalone and Consolidated)

The Financial highlights for standalone and consolidated for the financial year ended 2025-26 is summarized as below:

Particulars STANDALONE CONSOLIDATED
2025-26 2024-25 2025-26 2024-25
Revenue from operations 452967 302,739 470,457 314,576
Add: Other Income 3597 4,113 3,134 4,241
Less: Expenditure 421441 273988 435,794 282142
Operating Profit (PBIDT) 35123 32864 37797 36675
Less: Interest & Financial Charges 7919 6,765 8,374 7,864
Less: Depreciation 15659 16,069 17,069 17,478
Profit Before Tax & Exceptional Item 11545 10,030 12,354 11,333
Less: Exceptional Item 0 0 0 0
Less: Extraordinary Item 0 0 0 0
Add: Share of profit (loss) of associates and joint ventures accounted for using equity method 0 0 116 336
Profit Before Tax 11545 10,030 12470 11,669
Less: Provision for Taxation:
Current Tax: 3503 2,964 3780 3,316
Prior period tax adjustment: -58 -391 -516 -433
Deferred Tax: -533 -282 -447 -298
Profit after Tax 8633 7,740 9653 9,084
Add: Total other comprehensive income -19 39 -28 39
Total comprehensive income (loss) net of taxes 8,614 7,779 9625 9,124
Earnings Per Share (EPS) - Basic 2.60 2.36 2.80 2.62

2. PERFORMANCE AND THE STATE OF THE COMPANYS AFFAIRS

2.1 COMPANYS PERFORMANCE (STANDALONE & CONSOLIDATED)

At Confidence Petroleum India Limited (CPIL), established in 1994, we have built our journey on the pillars of competence, vision, and sustained excellence. Over the years, we have evolved into a fully integrated LPG and CNG solutions provider, with our shares listed on both the BSE and NSE. Our strong foundation, enduring customer trust, and unwavering commitment to ethical business practices continue to drive our growth. We remain dedicated to expanding access to clean and greener fuels for households, businesses, and industries, while delivering reliable, efficient, and sustainable energy solutions that contribute to a cleaner future.

On a standalone basis, the Companys Total Operating Revenue stood at Rs.4,52,967 lakhs during the current financial year, as against Rs.3,02,739 lakhs in the previous financial year, representing a growth of 49.62%. The Companys Net Profit stood at Rs.8,633 lakhs during the current financial year, as compared to Rs.7,740 lakhs in the previous financial year, registering an increase of 11.54%.

On a consolidated basis, the Companys Total Operating Revenue increased to Rs.4,70,457 lakhs during the current financial year, as compared to Rs.3,14,576 lakhs in the previous financial year, registering a growth of 49.55%. The Companys Net Profit stood at Rs.9,653 lakhs during the current financial year, as against Rs.9,084 lakhs in the previous financial year, reflecting an increase of 6.26%.

2.2 ANNUAL PERFORMANCE

Despite these challenges, your Company delivered a stable and resilient performance during FY 202526. Industry margins were impacted by external factors, including a decline in LPG prices during the election period, followed by the absence of a meaningful recovery thereafter, affecting the broader industry, including PSU oil companies. Against this backdrop, Confidence Petroleum India Limited reported a consolidated topline of Rs.4,70,457 lakhs and a consolidated Profit After Tax (PAT) of Rs.9,653 lakhs. This performance underscores the resilience of our diversified business model, operational excellence, and ability to navigate a challenging market environment.

2.3 COMPANYS AFFAIRS/ CURRENT BUSINESS

During the financial year 2025-26, the operating plants of the Company, set up through its subsidiary companies, performed exceedingly well on efficiency parameters.

In the Bulk LPG segment, During the year under review, the Company achieved a significant milestone in its Bulk LPG business by commencing direct procurement of LPG from refineries. To further strengthen its logistics capabilities and ensure timely and efficient deliveries, the Company chartered two vessels and leveraged its in-house transportation fleet. These initiatives enabled the Company to enhance supply reliability, improve operational efficiency and strengthen its distribution capabilities across the country.

In Auto LPG, The Company continued to expand its presence in the Auto LPG segment during the year, taking the total number of operational Auto LPG Dispensing Stations (ALDS) to 315. This expansion further strengthens CPILs position as a leading private player in the Auto LPG segment and reflects its continued commitment to promoting accessible and cleaner fuel solutions.

During the year, the Company also implemented online automation systems across its network to facilitate real-time monitoring of stock and sales. The initiative has enhanced operational efficiency, transparency and control, while enabling better monitoring and management of the Companys network of dispensing stations.

During the year under review, the Company undertook several strategic initiatives to strengthen its presence in the Packed LPG segment and enhance customer reach. The Company was awarded three tenders for bottling assistance by reputed Public Sector Undertakings (PSUs), further strengthening its business relationships and operational footprint in the segment.

In the CNG retailing segment, the Company, in partnership with GAIL Gas, successfully commissioned more than 50 CNG stations in Bengaluru during the year. This strategic initiative marks an important step in expanding the Companys presence in the CNG retailing business and provides a strong foundation for sustainable growth in Indias evolving clean-fuel ecosystem.

3. DIVIDEND

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1,000 listed companies are required to formulate and adopt a Dividend Distribution Policy. Accordingly, the Company has formulated and adopted a Dividend Distribution Policy, which sets out the guiding principles, key factors and parameters to be considered by the Board of Directors while determining the declaration and distribution of dividends to shareholders and the retention of profits for reinvestment in the business. The Companys Dividend Distribution Policy is available on its website at www.confidencegroup.co.

For the Financial Year 2025-26, the Board of Directors has recommended a Final Dividend of 10%, i.e., Rs.0.10 per equity share of the face value of Rs.1 each, subject to the approval of the shareholders at the ensuing Annual General Meeting. The recommended dividend shall be subject to deduction of tax at source, as applicable under the prevailing provisions of the Income-tax Act, 1961.

The dividend recommended by the Board is in accordance with the Companys Dividend Distribution Policy and reflects the Companys commitment to maintaining a balanced approach towards rewarding shareholders while retaining adequate resources for future growth and business requirements.

4. SHARE CAPITAL

During the period under review, there was no change in the Share Capital of the Company as compared to the previous financial year.

5. TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserves for the year ended 31st March 2026.

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 disclosed elsewhere in this Report, there have been no material changes or commitments that have affected, or are likely to affect, the financial position of the Company between the end of the financial year and the date of this Report.

7. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013, read with the rules made thereunder. Accordingly, there were no outstanding or unclaimed public deposits as at the date of this Report.

The Company has, however, received refundable security deposits from new customers in respect of cylinders supplied to them. Such deposits are secured against the respective cylinders and are refundable in accordance with the applicable terms and conditions.

8. RELATED PARTY TRANSACTIONS

All Related Party Transactions conducted during the Financial Year were carried out on an arms 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 arms 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 CPILs 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 arms length prices. Therefore, Form AOC-2 of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

During the year under review, the Company entered into certain materially significant related party transactions with related parties, for which the prior approval of the shareholders was obtained by way of a Special Resolution at the 31st Annual General Meeting of the Company held on September 30, 2025. Except for the aforesaid transactions, the Company has not entered into any other materially significant related party transactions during the year under review.

9. SUBSIDIARIES AND ASSOCIATE COMPANIES

The Company has 21 (Twenty One) subsidiaries including 5 (Five) step down subsidiaries held by Confidence Futuristic Energeteh Limited ( Subsidiary of Confidence Petroleum India Limited) as on 31st March, 2026 and 5 (Five) associate companies. There has been no material change in the nature of the business of the subsidiaries.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements of the Company, including the Consolidated Financial Statements (CFS), together with the related information, as well as the financial statements of its subsidiaries and associate companies, are available on the Companys website. The Company does not have any material subsidiary.

A statement highlighting the key features of the financial statements of the Companys 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 has adopted Corporate Governance Policies and a Code of Conduct that establish robust systems, processes and practices aligned with applicable regulatory requirements and internationally recognised standards.

The Report on Corporate Governance, as required under Regulation 34(3) read with Para C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented as a separate section forming an integral part of this Annual Report.

11. MANAGEMENT DISCUSSION AND ANALYSIS [MDA] REPORT

The Management Discussion and Analysis Report for the Financial Year under review, as required under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (the "Listing Regulations"), is provided in a separate section and forms an integral part of this Annual Report.

12. COMPLIANCES WITH RESPECT TO INDEPENDENT DIRECTORS

The Company has received the requisite declarations from each of its Independent Directors pursuant to Section 149(7) of the Companies Act, 2013, read with Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations"). The declarations confirm that the Independent Directors satisfy the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Independent Directors appointed to the Board possess a diverse and complementary range of skills, knowledge and expertise that contribute to the effective governance and functioning of the Company. Their collective expertise encompasses leadership and management, technology and operations, strategic planning, financial and regulatory matters, legal and risk management, industry knowledge, research and development, and international business.

Further, all Independent Directors comply with the requirements of Section 150 of the Companies Act, 2013, read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended from time to time.

13. FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

The Company has in place a structured orientation and familiarisation programme for its Independent Directors to enable them to gain a comprehensive understanding of the Companys business, operations, governance practices and regulatory environment. The programme covers, inter alia, the following areas:

a) The roles, responsibilities, duties and obligations of Independent Directors as members of the Board;

b) The nature of the Companys business, its business model, strategic priorities and operating plans; and

c) Matters relating to Corporate Governance, the Code of Business Conduct, Risk Management, Compliance Programmes, Internal Audit and other relevant aspects of the Companys operations.

As part of the induction process, newly appointed Independent Directors are provided with a comprehensive familiarisation programme by the senior management of the Company. Further, upon appointment to any Board Committee, Directors are apprised of the relevant Committees terms of reference, functioning, roles and responsibilities, and other matters pertinent to their effective participation. All Independent Directors of the Company have undergone the requisite orientation and familiarisation programme upon their induction to the Board.

As part of its ongoing familiarisation and continuous learning initiatives, the Company conducts quarterly interactions between the Independent Directors and the heads of various business and functional departments. During these interactions, senior business and functional leaders provide detailed presentations and updates on key areas, including business models, strategic initiatives, operational developments, risk management practices and the regulatory framework applicable to the Company.

These interactions also provide Independent Directors with an opportunity to engage directly with the business and functional heads and offer their views, insights and suggestions on various strategic, operational and governance matters.

Details of the familiarisation programme imparted to the Independent Directors are available on the Companys 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

During the year under review, no significant or material orders were passed by any regulatory authority, court or tribunal that could have a material impact on the Companys going concern status or its future operations.

However, Members attention is drawn to the disclosures relating to Contingent Liabilities and Commitments contained in the Notes to the Financial Statements forming part of this Annual Report.

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

Pursuant to 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

During the financial year 2025-26, the Board of Directors convened 13 (Thirteen) meetings. The composition of the Board and its Committees, details of the meetings held, and the attendance of Directors are set out in the Corporate Governance Report, which forms an integral part of this Annual Report.

The interval between any two consecutive Board Meetings did not exceed the maximum permissible period of 120 days, as prescribed under the Companies Act, 2013. The requisite quorum was present at all the meetings held during the year.

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 Whistle Blower Policy to provide a structured mechanism for employees and other stakeholders to report any actual or suspected improper activity, misconduct or violation of applicable laws, rules, regulations or the Companys Code of Conduct to the designated authority.

The Policy provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional circumstances. The Company confirms that no individual has been denied access to the Audit Committee under the Whistle Blower Policy.

The Company is committed to maintaining the confidentiality of the identity of the complainant/informant throughout the investigation process. Accordingly, the identity of the complainant/informant is not disclosed by the designated confidential function responsible for investigating the complaint, including to the Chairperson of the Audit Committee, except to the extent necessary for consideration of the contents and merits of the complaint.

The Whistle Blower Policy is designed to ensure that concerns are addressed in a fair, transparent and confidential manner, while providing adequate protection to individuals who raise concerns in good faith.

20. LISTING OF SHARES

The Companys Equity Shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has duly paid the applicable annual listing fees to both the Stock Exchanges for the Financial Year 2025-26.

21. DIRECTORS &KMP

21.1 CHANGE IN BOARD COMPOSITION

During the financial year under review, there were certain changes in the composition of the Board of Directors of the Company by way of appointment and resignation of Directors. The details of such changes are as follows:

Appointment of Independent Directors:

Mr. Sumit Bansal (DIN: 07449864) and Mrs. Richa Kathuria (DIN: 07632571) were appointed as Non Executive Additional Directors (Independent) of the Company at the meeting of the Board of Directors held on 8th September, 2025. Their appointments were subsequently approved by the members of the Company at the 31st Annual General Meeting held on 30th September, 2025, and they were appointed as Independent Directors.

Further, Mrs. Nimisha Agarwal (DIN: 11442309) was appointed as a Non-Executive Additional Director (Independent) of the Company at the meeting of the Board of Directors held on 4th February, 2026. Her appointment was subsequently approved by the members at the Extra-Ordinary General Meeting held on 28th February, 2026, and she was appointed as an Independent Director.

Appointment of Non-Executive Non-Independent Director:

Mrs. Ketki Save (DIN: 07171129) was appointed as a Non-Executive Additional Director of the Company at the meeting of the Board of Directors held on 8th December, 2025. Her appointment was subsequently approved by the members at the Extra-Ordinary General Meeting held on 28th February, 2026, and she was appointed as a Non-Executive Non-Independent Director.

Appointment of Executive Director:

Mr. Prasad Manjarkhede (DIN: 11521864) was appointed as an Executive Additional Director of the Company at the meeting of the Board of Directors held on 4th February, 2026. His appointment was subsequently approved by the members at the Extra-Ordinary General Meeting held on 28th February, 2026, and he was appointed as an Executive Director.

Completion of Tenure:

The cessation of Mrs. Mansi Manoj Deogirkar (DIN: 07269038) from the office of Independent Director was recorded with effect from 29th September, 2025, upon completion of her tenure.

Resignation of Directors:

The resignation of Mrs. Vandana Gupta (DIN: 00013488) from the office of Independent Director was recorded with effect from 1st October, 2025. Further, the resignation of Mr. Simon Charles Hill (DIN: 10589571), Non-Executive Non-Independent Director, was recorded with effect from 8th December, 2025.

Changes after the close of the Financial Year:

Subsequent to the close of the financial year and prior to the signing of this Report, the resignation of Mrs. Ketki Save (DIN: 07171129) from the office of Non-Executive Non-Independent Director of the Company was recorded with effect from 4th June, 2026.

21.2 RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, read with the applicable provisions of the Companys Articles of Association, Mr. Elesh Khara (DIN: 01765620), Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

The Board of Directors recommends the re-appointment of Mr. Elesh Khara as a Director of the Company for the consideration and approval of the Members.

21.3 INDEPENDENT DIRECTORS

The Board of Directors has taken on record the declarations and confirmations furnished by the Independent Directors confirming that they meet the prescribed criteria of independence. The Board has duly assessed and satisfied itself regarding the veracity and validity of such declarations in accordance with Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations").

All Independent Directors have confirmed that they satisfy the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of the SEBI Listing Regulations.

21.4 KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company during FY 2025-26 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 is committed to maintaining an appropriate balance of Executive, Non-Executive and Independent Directors on its Board to ensure effective oversight, independent judgement and a clear separation between governance and management functions.

As at 31 March 2026, details relating to the composition of the Board and its Committees, tenure of Directors, areas of expertise and other relevant particulars are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

The Company has in place a Policy on the Appointment of Directors and their Remuneration, which, inter alia, lays down the criteria for determining the qualifications, positive attributes and independence of Directors, as well as other matters prescribed under Section 178(3) of the Companies Act, 2013. The Policy is available on the Companys website.

There was no change in the aforesaid Policy during the Financial Year 2025-26.

23. DIRECTOR S RESPONSIBILITY STATEMENT

Based on the internal financial control framework and compliance systems established and maintained by the Company, together with the work performed by the Internal Auditors, Statutory Auditors, Cost Auditors, Secretarial Auditors and other external agencies, as applicable, including the audit of internal controls over financial reporting conducted by the Statutory Auditors, and the reviews undertaken by the Management and the relevant Board Committees, including the Audit Committee, the Board of Directors is of the opinion that the Company has adequate and effective internal financial controls in place.

Accordingly, the Board is satisfied that the Companys internal financial controls, including controls over financial reporting, were adequate and operating effectively throughout the Financial Year 202526.

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 2025-26 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

In accordance with Section 186 of the Companies Act, 2013 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requisite details relating to Loans, Guarantees and Investments made by the Company during the financial year are disclosed in the Notes to the Financial Statements, forming part of this Annual Report.

25. ANNUAL RETURN

The Companys Annual Return for the year ending 31st March, 2026, 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 Companys website at www.confidencegroup.co.

26. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors has constituted a Risk Management Committee to formulate, implement and oversee the Companys Risk Management Plan. The Committee is responsible for monitoring the effectiveness of the risk management framework and periodically reviewing the identified risks and corresponding mitigation measures.

The respective business and functional heads periodically identify and assess key business and process risks relevant to their areas of responsibility. The Audit Committee provides additional oversight with respect to financial risks, internal controls and related matters. Identified risks are systematically evaluated and addressed through appropriate mitigation measures and ongoing monitoring.

Risk management forms an integral part of the Companys management and governance framework and is embedded in its day-to-day operations as a continuous process. During the year under review, the Board of Directors revised the roles and responsibilities of the Risk Management Committee to align them with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This was undertaken to strengthen coordination across the risk management framework and ensure effective implementation and monitoring of the identified risk mitigation measures.

The details regarding the formulation and implementation of the Companys Risk Management Policy, along with the key risks and mitigation measures, are discussed in the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

27. BOARD EVALUATION

The performance of individual Directors was evaluated in the context of their respective roles and responsibilities as members of the Board, including their contribution towards the effective discharge of the Boards responsibilities relating to the strategic oversight and governance of the Company and the achievement of its objectives. The performance of the Board was evaluated in accordance with the parameters and criteria prescribed by the Nomination and Remuneration Committee, while the performance evaluation of individual Directors was conducted on an anonymous basis to ensure objectivity and impartiality in the assessment.

Further, in accordance with Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors separately evaluated the performance of the Non-Independent Directors and the Board as a whole.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Companys Corporate Social Responsibility ("CSR") initiatives are aimed at creating meaningful and sustainable value for communities and contributing towards the overall well-being of society. The Company is committed to undertaking CSR activities that address identified social and developmental needs and contribute to long-term value creation for all stakeholders.

The Companys CSR Policy provides the framework and guiding principles for the planning, implementation and monitoring of its CSR initiatives. The salient features of the CSR Policy, together with the details of the CSR initiatives undertaken during the Financial Year 2025-26, are set out in the Annual Report on CSR Activities, annexed to and forming part of this Report.

The Company remains committed to addressing societal challenges through focused and impactful development initiatives aimed at enhancing the quality of life of communities. Through its CSR and sustainability efforts, the Company strives to create a lasting and positive social impact and contribute towards building a more inclusive, equitable, humane and sustainable society.

The contents of the Companys Corporate Social Responsibility ("CSR") Policy and the Annual

Report on CSR Activities, prepared in accordance with the prescribed format under the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, dated 22 January 2021, are annexed to and form part of this Report. The CSR Policy is also available on the Companys website.

The CSR Committee has been constituted in accordance with Section 135 of the Companies Act, 2013. The terms of reference of the CSR Committee, as approved by the Board, form part of the Companys corporate governance framework. The composition and other relevant details of the CSR Committee are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

Your company has consistently aspired to create new benchmarks of excellence and be a catalyst for transformation across all its endeavours—be it driving business growth or contributing towards societal progress. Your company has consistently upheld the belief in creating shared value and

‘Delivering Happiness through a range of initiatives that have positively impacted millions of lives. We believe our business and social interventions not just energise your journeys but are also ‘Fuelling Aspirations.

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 Directors Report, is attached as an Annexure to this Report.

30. AUDIT AND AUDITORS

30.1 APPOINTMENT OF STATUTORY AUDITORS

M/s. Katariya and Munot., Chartered Accountants, Pune (FRN 128438W), and M/s. Singhi & Co., Chartered Accountants, Mumbai (FRN 302049E), continue as the Joint Statutory Auditors of the Company.

Further, M/s. Katariya and Munot., Chartered Accountants, Pune (FRN 128438W) appointed as Joint statutory Auditor in Extraordinary General Meeting held on 02nd May, 2026 is recommended for reappointment for a term of 5 years in this Annual General Meeting.

30.2 STATUTORY AUDITORS REPORT

The Statutory Auditors of the Company have issued qualified audit reports for the financial year 202526 (Standalone and Consolidated), which are annexed to this Report.

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.

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.

30.2 COST AUDITORS AND COST AUDIT REPORT

Pursuant to Section 148(1) of the Companies Act, 2013 ("the Act"), the Company is required to maintain cost records in respect of the specified products and services, as prescribed by the Central Government. Accordingly, the Company has duly maintained the requisite cost accounting records in accordance with the applicable provisions of the Act and the rules made thereunder.

Further, pursuant to Section 148(2) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to have its cost accounting records audited by a Cost Accountant in practice.

Accordingly, based on the recommendation of the Audit Committee, the Board of Directors has reappointed M/s. Narendra Peshne & Associates, Cost Accountants, Nagpur, to conduct the audit of the cost accounting records of the Company for the Financial Year 2026-27.

The remuneration payable to the Cost Auditor, as approved by the Board, is subject to ratification by the Members at the ensuing Annual General Meeting, in accordance with Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014. The requisite resolution seeking ratification of the remuneration is accordingly placed before the Members for their consideration and approval.

Further, the cost audit report is self-explanatory and does not require any comment.

30.3 SECRETARIAL AUDITOR

CS Siddharth Sipani, Practicing Company Secretary, Nagpur, was appointed by the Board of Directors to conduct the Secretarial Audit of the Company for the Financial Year 2025-26 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 2025-26 is annexed herewith to this Report. The report contains remark made by the Secretarial Auditors and comments as given below:

1. Promoter shareholding is not fully dematerialized.

Reply : Due to Death of Promoter, these shares are held in Physical form and in process of Transmission.

31. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has established adequate systems and processes to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). These systems and processes are reviewed and maintained to ensure effective compliance with the applicable statutory and regulatory requirements.

During the financial year under review, the Company has duly complied with the applicable Secretarial Standards, namely SS-1 and SS-2, relating 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 established a robust and integrated Internal Control System commensurate with the nature, scale and complexity of its operations. The framework is designed to safeguard the Companys assets from unauthorised use, misappropriation or loss and to ensure that all transactions are duly authorised, accurately recorded and appropriately reported. The internal control framework also supports compliance with applicable laws, regulations and internal policies, promotes efficient utilisation of resources and safeguards the interests of all stakeholders. Details of the Companys compliance framework are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

The Companys Internal Audit Plan is aligned with its business objectives and is reviewed and approved by the Audit Committee. The Audit Committee also periodically reviews the adequacy and effectiveness of the internal control framework. Significant observations arising from internal audits are appropriately followed up, and the status of corrective and remedial actions is reported to the Audit Committee. The internal control framework is designed to remain commensurate with the nature, size and complexity of the Companys operations.

The Companys key internal financial controls have been appropriately documented and, wherever feasible, automated and embedded within relevant business processes. The effectiveness of these controls is supported through a structured Three Lines of Defence framework comprising:

a) Management reviews and self-assessment;

b) Continuous monitoring of controls by functional and subject-matter experts; and

c) Independent assessment of the design and operating effectiveness of controls by the Group Internal Audit function.

The Company believes that its internal control and internal financial control systems provide reasonable assurance regarding the safeguarding of assets, reliability of financial reporting, accuracy and completeness of accounting records, compliance with applicable laws and regulations, and the effective and efficient conduct of its operations. Based on the assessments and reviews undertaken during the year, the Company considers its internal financial controls to be adequate and operating effectively.

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 is 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 202526. 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.

Particulars 2025-26 2024-25
(In Lakhs) (In Lakhs)
Outgoing
For Purchase of LPG 96206.74 48972.03
For Oxygen / CNG Cylinders Raw material
For Purchase of LPG / CNG Dispensers 138.88 165.14
For Purchase of CNG Dispensers 0 0
Earnings 0 0
Received against Investment in Equity of Foreign Subsidiary (PT Surya Go Gas, Indonesia) (Return on investment received) 66.79 60.79

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

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules made thereunder, the Company has implemented a comprehensive policy on Prevention of Sexual Harassment at Workplace, which follows a zero-tolerance approach towards any act or conduct constituting sexual harassment.

The Company is committed to providing a safe, respectful, inclusive and conducive working environment to all its employees, irrespective of their position or role, and to its associates and other stakeholders.

As part of its ongoing awareness and sensitisation initiatives, the Company periodically conducts training and awareness sessions across the organisation to familiarise employees with the provisions of the POSH Act, the Companys Policy and the mechanisms available for reporting and redressal of complaints.

During the Financial Year 2025-26, no complaints relating to sexual harassment were received by the Company.

36. GENERAL

The Board of Directors confirms that, during the Financial Year 2025-26 and up to the date of this Report, there were no events or transactions requiring specific disclosure in respect of the following matters:

• Orders of Regulators, Courts or Tribunals: No significant or material orders were passed by any regulatory authority, court or tribunal that could adversely affect the going concern status or future operations of the Company. However, Members attention is drawn to the disclosures relating to Contingent Liabilities and Commitments contained in the Notes forming part of the Financial Statements.

• Fraud Reporting: No instance of fraud has been reported by the Statutory Auditors to the Audit Committee or the Board of Directors under the applicable provisions of the Companies Act, 2013.

• Change in Nature of Business: There has been no change in the nature of the Companys business during the Financial Year 2025-26 and up to the date of this Report.

• Insolvency and Bankruptcy Code, 2016: No application was made, and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. Accordingly, no further disclosure or reporting is required in respect of the aforesaid matters under the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

37. CAUTIONARY STATEMENT

Certain statements contained in the Management Discussion and Analysis Report may constitute "forward-looking statements" within the meaning of applicable laws and regulations. These statements relate, inter alia, to the Companys objectives, plans, projections, expectations, outlook and estimates and are based on assumptions and information available as at the date of this Report.

Actual results, performance and achievements may differ materially from those expressed or implied in such forward-looking statements. The Companys operations and financial performance may be affected by various factors, including changes in economic conditions, demand and supply dynamics, government policies and regulations, taxation, natural calamities, geopolitical developments and other unforeseen events or circumstances beyond the Companys reasonable control.

Accordingly, readers are advised not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable laws and regulations.

38. ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation and gratitude to the Companys customers, vendors, dealers, investors, business associates, bankers and the communities in which it operates for their continued trust, support and cooperation throughout the year.

The Board also acknowledges and deeply appreciates the dedication, commitment and valuable contributions of the Companys employees at all levels. Their collective efforts, teamwork, resilience and unwavering commitment have been instrumental in enabling the Company to navigate challenges and pursue its objectives during the year.

The Board looks forward to the continued support and cooperation of all stakeholders as the Company progresses towards sustainable growth and long-term value creation.

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