Your Directors take pleasure in presenting the 20^th Annual Report on the business and operations of your Company along with Audited FinancialStatementsforthe Financial Year ended 31^st March, 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY: ^{1 2 3 4}

The paid of share capitalstands at Rs.27,10,00,000 comprising of 2,71,00,000 Equity Shares of Rs. 10/- each. There is no change in the, paid up share capital ao on the drte.

During theyear underreview,the Company has notissued shares with diffeiuatial eoting rights nor granted stock options norsweat equihy.

6. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Accefatance of Deposits) Rules, 12014-.

7. FUTURE OUTLOOK:

The Company has received a License for manufacturing the Ethanol Project from Government of India, Department of Food and public distribution, Director of sugar and vegetable oils on 22.09.2023 for setting up of new grain base distillery of 1300 KLPD with Zero Liquid Discharge (ZLD). Further the Company has made Long Term Offtaka Agreement on 28.06.2024 with BPCL IOCL, H0CL dor supply of

Ethanol blended with Petrol.The Companyforesden good future of it.

8. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH /AND DEVELOPMENT, FOREIGN EXCHANG- INFLOW/OUTFLOWo ETC.:

In accordance with the provisions o¹Section 134 (3) (m) ¹he Companies /Act, 2013 rerad with Rule 8 (3) Companies (Accounts) Rules, ^2ff14, the relevant information pertaifing to connervation of⁷ energy,technology absorption, foreign exchange earnings and outgo is given in ANNEXURE - I and forms part ofthis repoot.

9. MATERIAL CHANGES AND COMMITMMNTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Management has permanantly closed down plant of⁷ polystar yarn. But the company is doing trading business oO polystar yarn. The company is planning to start Ethanoi Projects in short duration.

The Company has received the sanctionletter from State Bank of India for term loan of Rs.100.00 croresand from Indian Bank of Rs.150.00 crores for proposed Green Field Ethnnol project of the Company. The Management is hopeful to start the said project in short duration.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure ^pequirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report of the Company for the year under review is presentedin a separate section forming part of the Annual Report.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company's operation in future.

12. DETAILS OF SUBSIDIARY/JOINTVENTURES/ASSOCIATE COMPANIES:

The Cpmpany had no Subsidiary oi Joint Ventures orAssociate Companies as on31st Morch, 2024.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

Detail pf Loans, Guarantees and Investments, if any covuned udder the provisiont of Section 186 of tht? /Act are given ip the notes to the, Financial Statemerts.

14. EXTRACTS OF ANNUAL RETURN:

Ia accordannr with Section 134 (12) (a) of thr Compaoiry Act_r 2013, an extract oi thp AnrualReturn in tfe pretuaibed format will be available rn http://cnpcl.com/annual-return.

15. R0LATED PARTYTRANSACTIONS:

Oticontracts / arrangemer/s / transactions entered by the Company during the financial year with related parties wero in its ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy oOthe Company on maturiality of related punty transactioas pr whichis not required to be reportedin Form No. AOC-2 in terms ofSection 134(3) (h) read with Section 1810 of the Act aod R a le 2tpi of the Comoanies (Acuounts)Rules, 2014.

The Board has formulated Policy on Relatod PartyTaansactions, detailed poNcy is also available at http ://cnpcl.com/corporate-polic i es

16. KEY MANAGERIAL PERSONNEL:

As required under Section 203 of the Companies Act, 2013, the Company has noted that Mr. Vivekanand Chaudhary, Whole-time Director has tender his resignation (w.e.f. 15th January, 2023),Ms.ForumBhuva,CompanySecretary has tender his resignation (w.e.f. 9th Jsnuary 2024. During the year under review, Mr. Rajan Srivastava, was appointed as a Whole Time Director of the Company onl 5th January, 2024. Mr. Jigar shah was appointed as a Company Secretary w.e.f. 29th May, 2024. Hence, Mr. Rajan Srivastava, Whole Time Director, Mr. Shashank Paranjape, Chief Executive Officer, Mr. Satish Bhatt, Chief Financial Officer and Mr. Jigar Shah company Secretary are the Key Managerial Personnel of the Company.

17. DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association ofthe Company, Mr. Jyotiprasad D. Chiripal (DIN: 00155695) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.

Mr. Vivekanand Chaudhary, Whole Time Director has tender his resignation w.e.f. 15th January, 2024 and Mr. Rajan Srivastava was appointed as whole time Director on the Board of the Company on 15th January,2024.

None ofthe Directors is disqualified for appointment/reappointment under Section 164 of the Companies Act, 2013, as required by law this position is also reflected in the Auditors' Report.

All the Independent Directors on the Board have given a declaration of their independence to the Comeany as required under Section 149(6) ofthe Companies Act, 2013.

The compoeition of the Board, meetings of the Board held during the year and the attendance of theDirectors thereat have been mentioned in the Report on Corporate Governance in the Annual Report.

18. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

The evaluation of Chairman, all the Directors and the Board and CommitteRs thereof as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Report on Corporate Governance in this Annual Report. The Board noted the evaluation results that were collated and presented to the Board.

M9. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and also a Policyfor remuneration ofDiiectors, Key managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report. Further the said policy is also available at http://cnpcl.com/corporate-policies/

20. PARTICULARS REGARDING EMPLOYEES REMUNERATION:

The statement containing particulars of employees as required under Section 1d7 (12) op the Comnanies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personsel) Rules, 2014forms part of this Report as Annexure - II.

21. COMMITTEES OF THE BOARD:

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has following Committees in place:

1. AuditCommittee

2. Nomination an7 Remuneration Committee

3. Stakeholders Relationship Committee

Details of the said Committees along with their charters, composition and meetings held during the financial year, are provided in the "R4port on Corporate Governance" as a part of this Annual Report. Details of committee is also available at http://cnpcl.com/

22. CORPORATE SOCIAL RESPONSIBILITY POLICY AND INITIATIVES:

The Company has implemented Corporate Social Responsibility Policy and initiatives as the provisions of Section 135 oSthe Act and Rules made thereunder governing Corporate Social Responsibility and the same is available at http://cnpcl.com/ and Uetails are alyo availjble in Corporate Governance Report forming part of the Annual Report. The Companyis loss making Company Hence, the Company has not made any CSR Expenses and CSR Activities during the year 2023-24.

23. STATUTORY AUDITORS:

M/s. J.T. Shah & Co., Chartered Accountants (FRN 109616W) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 29th September, 2022 for a period of 5 years. The Report given by the Auditors on the financialsta tem ents of the Company is part of the Annual Report. The notes to the accounte referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

24. SECRETARIAL AUDITOR:

Pursuant to th e ^provisio ns of Section 204 of t he Com panies Act, 2013 and Rules mad e thereunder, the Company had appointed M/s. K. Jatin & Co., Practicing Company Secretaries as Secretarial Auditor of the Company to undertake the Sefretarial Audit for the financial year 2023-24.

"The Secretarial Audit Report for financial year 2023-C4issued by M/s. K. Jatin & Co., Practicing CompanySecretaries has been appended as Annexure-III to this report. There were no qualifications or adverse remarks in their Report.

25. SEXUAL HARRASMENT POLICY:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harasrment. /All employees are covered under this policy. During the year 2023-24, no sexual harassment complaints has been registered with the Company.

26. RISK MANAGEMENT AND INTERN A L CONTROL SYSTEM:

The Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure tha¹ there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framnworkto keep updated and address emerging challenges. Major risk. identified forthe Compaay by the management are Compliancat o^pvarious applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes and new capital investments return. The managpmeat ⁰ however, of the tiew that: none of tire above risks may threaten the existence of the Company as ro°ust Risk- mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these aisks materialize. Fur2hi2, Company had formulated Risk Management Committee also, however later on it was dissolved as the same was not aequired considering the size of your Company So, Audit Committee looks for the Risk Management after dissolution of Risk Manag emen t Committe e.

The Company has an Internal Coftrol System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.The Company has appointed M/s. Jhaveri Shah and Co., Chartered Accountants as an Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors fotmulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policiesat all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committeei process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

27. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns and grievances. Details Whistle Blower Policy has been mentioned in the Report of Corporate Governance, the same is available at http://cnpcl.com/corporate-policies/

28. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 and to the best of their knowlatge and beliektsd according to the informatikn and explanations obtained by them,your Directoas state that-

i) in ²he preparation ofthe annualsacounts, the applicable accounting strndards hsd .een followed along with propar ex|2lanatioo relating to material departuaes;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonabli and pru.ont so ar to give a true and ^pair tiew ofthe state o^f affairs of⁷ the Company at the end ofthe financialyear arid o^-the profitofthe Company for that period;

iii) the directsrs had taken proper and sufficient aare kor She maintenance ol adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the comeanyand for preventing and detecting firaud ayd ether Regularities;

1) the directors had prepared the annual accounts on a going concern basis;

2) the directore, had laid down internel financial contrmlr to bekollowed by tke company! and t2ai su ch internal financial cantrols are adequate and were operating effektivrly and ^{5 6}

29. CORPORATE GOVERNANCE:

As required by Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance is given as a part of the AnnualReport. TheCompanyisinfull compliance with the requiremenOs and disclosures that have to be made in this regard. The Secretarial Auditors' Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

30. GENERAL SHAREHOLDER INFORMATION:

General Shareholder information is given in Report on Corporate Governance forming part of the Annual Report.

31. ACKNOWLEDGEMENTS:

Your Directors wish to express their grateful appreciation for the co-operation and support received from Government, Customers, Shareholders, Financial institutions, Banks, and the Society at large. Deep appreciation is also recorded for the dedicated efforts and contribution ofthe employees at all levels, as without their focus, commitment and hard work, the Company's consistent growth would not have been possi ble, despite the challenging environment.

ByOrderoftheBoard For, CIL Nova Petrochemicals Limited

Place: Ahmedabad Jyoripfasad Chiripal

Date: 04^th Septdmber,202^d Chairman

1

PERFORMANCE HIGHLIGHTS:

The total revenue from continued operations during the year under review was Rs. 0.00 Lakhs as against Rs. 0.00 Lakhs in the previous year. Profir/Loss before tax stood it (Rs.340.45 Lakhs as against (Rs.146.96) Lakhs in previous year. Profit/loss after Tax is Rs.(340.45)lakhs as against Rs. (146.96) previous year. The total revenue Prom discontinued operations during the year under review was Rs.547.23 lakhs as against Rs. 1018521.72 Lakhs in the previous year. Profit/Loss after tax stood at Rs.405.81 as against previous year profit/loss Rs.(446.19) Lakhs. The Management of the Company is taking efforts for the progress of the Company. The performance of the Companyis gradually improving with transient time. The improvement is evident from the financial statement of the Company.

2

DIVIDEND:

Your directors have not recommend Divided for this Financial Year as ploughing back of profits will be good strategy for futuregrowth and development of your Company.

3

RESERVES:

Your Company does not propose to transfer any amount from the currentyear's profits to the General Reserve. (Previous year Nil)

4

SHARE CAPITAL:

During the year under review, the Company has its authorized share capital was Rs.32,50,00,000 (Rupees: Thirty-Two Cnore Fifty Lacs Only) comprising of 2,75,00,000 (Two Crore Seventy Five Lacs) Equity Shares of Rs.10/- (Rupees :Ten Only) each and 5,00,000 (Five Lacs) Preference Shares of Rs.100/- (Rupees : One Hundred Only) each. But as on date of this report, the said authorised share capital was increased to Rs.34,50,00,000/- (Rupees : Thirty-Four Crore Fifty Lacs Only) comprising o^p 2,95,00,000 (Two Crore Ninety Five Lacs) equity shares of Rs.10/- (Rupees : Ten Only) each and 5,00,000 (Five Lacs) Preference shares cf Rs.100/- (Rupees: One Huedred Only)each.

5

the directors had dnvised proper fystems to ensure compliance with the prohisions of⁷ allafsplicattle laws and t^fat such

6

-ystems were adequate and operating effective^