Your Directors are pleased to have this opportunity to report on Company's 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

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:

COMPANY'S 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.

COMPANY'S 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/equipment's, 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 Company's
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 Company's internal financial controls were adequate and effective during the financial year 2024-25.

DIRECTORS & KEY MANAGERIAL PERSONNEL
DIRECTORS

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

The Nomination and Remuneration Committee (NRC),
along with the Board, reviewed the performance of

inniTrinnol nifprtAfc ncitirr nofampl-pfc cru-n o c

preparedness for meetings, quality of participation, and the value of contributions made during discussions. The
Chairman's 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.

POT TOYDIM OTREOTORS’ APPOTIVTMENT AKn RPMUNFRATTON AKn OTHER TIETATT S

The Company's 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.

RISK MANAGEMENT POLICY

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

The Company's 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 Company's 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
auditor's 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 AUDITOR'S 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 non¬
compliances. 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 2029¬
30.

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, 29'¹'May,

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 Company's 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 Company's 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

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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 recommendin
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 Company's 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 Company's 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:-

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.

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 Company's 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 Shareholder's 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 Company's 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 de¬
materialization exists with both the depositories viz., National Securities Depository Limited and Central Depository
Services (India) Limited.

COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS)

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The company's 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 company's 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 company's 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 Company's 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 Company's 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