Your Directors are pleased to present the 41st Board''s Report of the Company along with the Audited Standalone Financial
Statements for the financial year 2025-26 ("the Year"), comprising the Balance Sheet as at 31st March, 2026, the Statement of Profit
and Loss and the Cash Flow Statement for the year ended 31st March, 2026.

FINANCIAL RESULTS

DIVIDEND

Keeping in view the overall financial position of the Company, the Board has not recommended any dividend for the year.

TRANSFER TO RESERVE

As per the Audited Standalone Financial Statements, the net movement in the reserves of the Company for the year 2025-26 is as
follows:

(Rs. in Lakhs)

COMPANY''S PERFORMANCE

During the year under review, the performance of the Company registered a significant decline, and the turnover during the year was
Rs. 60,521.32 lakhs as against Rs. 99,426.36 lakhs in the previous year, indicating a decrease of about 39.12% over the last year. The year
under review resulted in Profit after Tax (PAT) attributable to shareholders of Rs. 290.25 lakhs, as compared to a profit of Rs. 236.11
lakhs during the previous year, indicating an increase of about 18.65% over the last year. The management is optimistic about the
performance of the Company in the future to maintain the growth momentum, and a detailed discussion is provided under the
Management Discussion and Analysis Report.

HUMAN RESOURCE DEVELOPMENT

Nurturing talent for the future is fundamental to our sustained success. Our culture lies at the core of everything we do, defining our
identity and guiding our journey. Over the past 41 years, our enduring values — excellence, collaboration, and, above all, our people —
have shaped a distinctive and resilient organisational ethos.

We have established robust frameworks for continuous employee upskilling and reskilling, delivering meaningful value to both our
workforce and the Company. We remain steadfast in our commitment to fostering an inclusive workplace that embraces and
empowers our diverse talent.

Looking ahead, our Company remains steadfast in its commitment to cultivating an inclusive environment that values diversity and
enables every individual to thrive and achieve their full potential.

COMPANY''S AFFAIRS

Chandra Prabhu International Ltd. is a well-known organisation primarily engaged in the trading of coal, synthetic rubber, chemicals,
metals, and agro products. At present, the Company is effectively focused on coal and metal trading, along with select participation in
the agro sector. Over the years, Chandra Prabhu International Ltd. has established a strong reputation as a professionally managed
Company, where customer satisfaction remains a paramount priority.

The Company has also undertaken measured efforts to re-establish its agro business by exploring modern technologies and advanced
agro machinery. While these initiatives have provided valuable insights and operational experience, the Company continues to evaluate
and pursue suitable opportunities in the agro segment in line with its strategic objectives.

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

Except as disclosed elsewhere in this Annual Report, there have been no material changes or commitments that could affect the
financial position of the Company between the close of the financial year, i.e., March 31,2026, and the date of this report.

However, the Company had shifted its registered office from the National Capital Territory of Delhi to the State of Haryana, i.e., from
14, Rani Jhansi Road, New Delhi — 110055 to 1512, 15th Floor, Galleria Tower, DLF Phase IV, Gurgaon — 122009, with effect from
May 15, 2025.

Subsequently, the Company shifted its registered office within the same city from 1512, 15th Floor, Galleria Tower, DLF Phase IV,
Gurgaon — 122009 to 522, 5th Floor, Galleria Tower, Galleria DLF-IV, Gurgaon, Haryana, India — 122009, with effect from May 29,
2025.

CHANGE IN THE NATURE OF THE BUSINESS

During the year under review, there is no change in the nature of the business of the Company.

SUBSIDIARY AND ASSOCIATE COMPANIES

There is no subsidiary, associate or joint venture of the Company for the year under review.

Therefore, provisions of Section 129(3) of the Act, regarding the details of subsidiaries/associates in the prescribed Form AOC-1, are
not applicable to the Company.

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 2025-26.
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and 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;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are
adequate and operating effectively;

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.

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 2025-26.

DIRECTORS & KEY MANAGERIAL PERSONNEL
Directors

In accordance with the provisions of Sections 149 and 152 of the Companies Act, 2013 ("the Act"),
read with the rules made thereunder, as amended from time to time, and Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("listing Regulations"), the
Board of Directors of the Company comprises an optimum combination of Executive and Non¬
Executive Directors, including at least one Woman Director.

As on March 31, 2026, the Company''s Board consists of Mr. Gajraj Jain (Managing Director), Mr.
Pradeep Goyal (Non-Independent, Non-Executive Director), Mr. Tilak Raj Goyal (Independent
Director), Mr. Jitendra Kumar Mishra (Independent Director), Mr. Punit Jain (Independent
Director), and Mrs. Hemlata Jain as the Woman Director (Non-Executive Director).

Change in Directors including Independent Director

In accordance with the requirements of the Act and the Company''s Articles of Association, Mr. Pradeep Goyal (DIN: 03568525), who
was liable to retire by rotation and being eligible for re-appointment, offered himself for re-appointment and was re-appointed by the
Members at the 40th Annual General Meeting of the Company.

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 the status of 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.

Further, in accordance with the requirements of the Act and the Company''s Articles of Association, Ms. Hemlata Jain (DIN:
00049212) retires by rotation and is eligible for re-appointment. Members'' approval is being sought at the ensuing AGM for her re¬
appointment.

Furthermore, the term of Mr. Tilak Raj Goyal (Non-Executive Independent Director) expired on June 24, 2024, and he was re¬
appointed at the Board meeting held on May 25, 2026, on the recommendation of the Nomination and Remuneration Committee, for
his second term of five years from June 25, 2026, to June 24, 2031, subject to the approval of the shareholders at the ensuing AGM.

Key Managerial Personnel (KMP)

During the year under review, there were changes in the Key Managerial Personnel (KMP) of the Company. As on March 31,2026, Mr.
Gajraj Jain, Chairman-cum-Managing Director, Mr. Amar Singh, Chief Financial Officer, and Mr. Deepak Raj Singh, Company
Secretary and Compliance Officer, are the Key Managerial Personnel in accordance with the provisions of Sections 2(51) and 203 of
the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, Ms. Komal, Company Secretary and Compliance Officer of the Company, resigned from office with
effect from May 30, 2025, and Mr. Deepak Raj Singh was duly 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, was about to expire on April 16, 2026.
Based on an evaluation of the balance of skills, knowledge, and experience on the Board, as well as the report of performance
evaluation, the external business environment, and his business knowledge, skills, and experience, it was considered that the continued
association of Mr. Gajraj Jain as Chairman-cum-Managing Director would be beneficial to the Company. Accordingly, based on the
recommendation of the Nomination and Remuneration Committee, the Board, vide resolution passed on August 8, 2025, re¬
appointed Mr. Gajraj Jain as Chairman-cum-Managing Director, and the approval was obtained at the last AGM of the Company held
on September 10, 2025, by way of a Special Resolution, not liable to retire by rotation, for a further period of 3 years commencing from
April 17, 2026, up to April 16, 2029.

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

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013 ("the Act") read with Regulation 25(8) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has received declarations from
each of the Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act
and Regulation 16(1)(b) of the Listing Regulations. They have also confirmed that there has been no change in the circumstances
affecting their status as Independent Directors during the year and that they are not aware of any circumstances or situations that may
impair their ability to discharge their duties. Based on the declarations received, the Board is of the opinion that all the Independent
Directors fulfil the conditions of independence specified under the Act and the Listing Regulations and are independent of the
management.

The Company has also received declarations from all the Directors confirming that they are not disqualified or debarred from being
appointed or re-appointed as Directors. Further, all the Independent Directors have complied with the requirement relating to the
inclusion of their names in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs and fulfil
the applicable requirements of the proficiency self-assessment test.

In the opinion of the Board, the Independent Directors possess high standards of integrity, requisite expertise, experience and
proficiency, and collectively provide an optimum mix of skills, knowledge, leadership and professionalism, including financial
expertise.

The Board of Directors of your Company met 8 (eight) times during the financial year ended March 31,2026, i.e., on May 29,2025, July
10, 2025, August 08, 2025, September 17, 2025, September 29, 2025, November 07, 2025, January 30, 2026, and March 28, 2026,
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 and 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 2025-26, the meeting of Independent Directors was held on January 30, 2026, to review the performance of
Non-Independent Directors. 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 its duties.

BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors carried out its annual performance evaluation of the Board, its Committees, and individual
directors.

The Board''s evaluation was based on feedback obtained from all directors, taking into account factors such as its composition,
structure, effectiveness of processes, quality of information flow, and overall performance.

The Board also reviewed the performance of its Committees after considering inputs from committee members, with a focus on their
composition, frequency and conduct of meetings, and clarity in roles and responsibilities.

The Nomination and Remuneration Committee (NRC), in conjunction with the Board, assessed the performance of individual
directors on parameters including preparedness for meetings, level of participation, and the quality and value of their contributions.
The Chairman was also evaluated on key leadership and governance parameters.

Further, a separate meeting of Independent Directors was held to evaluate the performance of Non-Independent Directors, the
Board as a whole, and the Chairman, after considering the views of both Executive and Non-Executive Directors. The observations
of this meeting were subsequently deliberated upon at the ensuing Board meeting.

The performance of Independent Directors was evaluated by the entire Board, excluding the director concerned, in line with the
applicable provisions and regulatory requirements.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

In compliance with the Corporate Governance requirements as per the 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
compliance thereto.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

The Ministry of Corporate Affairs ("MCA") has currently mandated compliance with the Secretarial Standards on Board Meetings
and General Meetings issued by The Institute of Company Secretaries of India ("ICSI"). During the year under review, the Company
has complied with the Secretarial Standards issued by the ICSI on Board Meetings and General Meetings.

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

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

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 the recommendation of the Nomination and Remuneration Committee, approved the Remuneration Policy for
Directors, KMP and Senior Management Employees, which is also available on the website of the Company at 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 optimise 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, minimise potential threats, and capitalise on opportunities. These risks are broadly categorised 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 established a robust internal control framework designed to align with the nature, size and complexity of its
business operations. To maintain the independence and effectiveness of the internal audit function, the Internal Auditor reports
functionally to the Chairman of the Audit Committee.

The Internal Auditor conducts regular reviews and assessments of the Company''s internal control processes, risk management
practices and operational procedures to ascertain their adequacy and effectiveness. Based on the audit findings and recommendations,
necessary corrective and preventive actions are undertaken by the concerned departments to strengthen the overall control
environment. Material observations arising from internal audits, along with the status of corrective actions taken thereon, are placed
before the Audit Committee for its consideration and guidance.

The Audit Committee periodically reviews the internal control and audit framework to ensure that appropriate systems and
procedures are in place and are operating effectively. The Committee also monitors the implementation of audit recommendations
and suggests measures for continuous improvement wherever required.

A detailed discussion on the internal control mechanisms and their adequacy is provided in the section titled "Internal Control Systems
and Their Adequacy", forming part of the Management Discussion and Analysis Report included in this Annual Report.

BOARD COMMITTEES

Detailed composition of the mandatory Board Committees, viz. the Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, and Corporate Social Responsibility Committee (CSR), is 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 the 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 the 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 the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

Stakeholders Relationship Committee

The role, terms of reference, authority and powers of the Stakeholders Relationship Committee are in conformity with Section 178 of
the Companies Act, 2013, read with Regulation 20 of the SEBI (Listing Obligations and 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 Committees are given in the Corporate Governance Report, which forms part of this Report.
RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 ("Act") and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), the Company has formulated a Policy on Related Party Transactions and Material Related
Party Transactions, which is available on the website of the Company at www.cpil.com.

All Related Party Transactions are placed before the Audit Committee and, wherever necessary, before the Board of Directors and/or
the Members for their approval. The Audit Committee grants omnibus approval for Related Party Transactions in accordance with the
applicable provisions of the Act and the Listing Regulations. The Related Party Transactions, including under sub-section (1) of
Section 188 of the Act, entered into during the financial year, were on an arm''s length basis and were in the ordinary course of business.
The details of the same are annexed herewith as "Annexure-I" in the prescribed Form AOC-2 and also in Note 35 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.

In terms of Regulation 23 of the Listing Regulations, the Company has submitted disclosures of Related Party Transactions on a
consolidated basis, in the format specified under the applicable accounting standards, to the Stock Exchanges. The said disclosures are
also available on the Company''s website at www.cpil.com.

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 the 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 the Statutory Auditors of the Company, whose
appointment was approved by the members at the 37th AGM for a term of five years, to hold office from the conclusion of the 37th
AGM till the conclusion of the 42nd AGM in 2027.

The Company has, in its Notice convening the 41st AGM, sought approval from the Members for passing a resolution regarding
authorising the Board to appoint Branch Auditors of any Branch office of the Company, whether existing or which may be
opened/acquired, outside India, to act as Branch Auditors.

Statutory Auditor''s Report

The Audited 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 to in the Auditors'' Report are self-explanatory.

There are no qualifications, reservations, adverse remarks or disclaimers given by the Statutory Auditors of the Company, and
therefore, they 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

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Members of the Company, based on the recommendation of the Audit Committee and approval of the Board of Directors
at its meeting held on August 8, 2025, approved the appointment of Mr. Baladeva Chitranjan, Practicing Company Secretary, as the
Secretarial Auditors of the Company for a term of five consecutive financial years at the 40th Annual General Meeting, commencing
from FY 2025-26 and ending with FY 2029-30.

The Company has received consent and eligibility confirmation from Mr. Baladeva Chitranjan, Practicing Company Secretary, for
continuing as Secretarial Auditors of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2026, issued by Mr. Baladeva Chitranjan, Practicing Company
Secretary, confirms that the Company has complied with the applicable provisions of the Companies Act, 2013, the SEBI Regulations
and other applicable laws, rules, regulations and guidelines. The Report does not contain any qualification, reservation, adverse remark
or disclaimer and is annexed to this Annual Report as Annexure-II in Form MR-3.

Further, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual
Secretarial Compliance Report for the financial year ended March 31, 2026, issued by Mr. Baladeva Chitranjan, Practicing Company
Secretary, has been submitted to BSE Limited and is also available on the Company''s website at www.cpil.com.

Internal Auditor

In terms of Section 138 of the Companies Act, 2013, and the Rules framed thereunder, M/s Baj & Company, Chartered Accountants,
was appointed as the Internal Auditor of the Company for the financial year 2025-26.

Further, the Board of Directors, at their meeting held on Monday, May 25, 2026, re-appointed M/s Baj & Company, Chartered
Accountants, as the Internal Auditor of the Company for the financial year 2026-27. They will perform all the duties of Internal
Auditor and conduct the Internal Audit of the Company for the financial year 2026-27.

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

There are no qualifications, reservations, 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 March 31,2026, have 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 31,2026. The Notes to the Financial Statements form an integral part
of this Report.

FINANCIAL RATIOS

The Key Financial Ratios, with detailed explanations, are disclosed in the Audited Financial Statements, which form part 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, no frauds were reported by the statutory auditors to the Audit Committee and/or the Board under sub¬
section (12) of Section 143 of the Companies Act, 2013.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS

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

FUTURE PROSPECTS

The Board remains optimistic about the Company''s future growth prospects and expects sustained improvement in its business
performance and profitability. Backed by strong demand in the domestic market, the Company is well-positioned to capitalise on
emerging opportunities through its core strengths, operational excellence, and strategic growth initiatives. The continued focus on
efficiency, innovation, and customer-centric solutions is expected to further strengthen the Company''s competitive position and
contribute to long-term value creation for all stakeholders.

In line with its growth strategy, the Company is in the process of establishing a Warehouse-cum-Branch Office at Tijara, Rajasthan, to
expand its metal trading business. The proposed facility will support the trading and distribution of TMT bars, steel pipes, and other
finished steel products, in addition to the Company''s existing business in sponge iron, billets, mill scale, and other metal products. This
expansion is expected to enhance the Company''s warehousing and logistics capabilities, improve supply chain efficiency, strengthen its
presence in key markets, and enable it to effectively cater to the increasing demand for steel and metal products across the region. The
initiative is anticipated to support sustainable business growth and further reinforce the Company''s market position in the years ahead.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has no Subsidiary, Associate or Joint Venture Company. Therefore, in accordance with Section 129(3) of the
Companies Act, 2013, and Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the
provision regarding Consolidated Financial Statements is not applicable to the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism in the form of a Whistle Blower Policy
to provide Directors and employees with an avenue to report genuine concerns relating to unethical behaviour, actual or suspected
fraud, violation of the Company''s Code of Conduct, or any other misconduct.

The Vigil Mechanism provides adequate safeguards against victimisation of persons who avail of the mechanism and enables direct
access to the Chairperson of the Audit Committee in appropriate and exceptional cases. During the year under review, no person was
denied access to the Chairperson of the Audit Committee.

The Board has also adopted a Code of Conduct applicable to the Directors and Senior Management Personnel, which lays down the
principles of integrity, ethical conduct and professional standards expected to be followed in the conduct of the Company''s business.
All Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year ended
March 31,2026. A declaration to this effect by the CFO & Managing Director forms part of the Corporate Governance Report.

The Whistle Blower Policy and the Code of Conduct are available on the Company''s website at www.cpil.com.

CORPORATE SOCIAL RESPONSIBILITY

The CSR Committee has been entrusted with the prime responsibility of recommending to the Board the CSR activities to be
undertaken by the Company in terms of the CSR Policy, the amount of expenditure to be incurred, and monitoring the
implementation of the CSR Policy framework. The CSR Policy of the Company is available on the Company''s website at
www.cpil.com.

However, the provisions relating to Corporate Social Responsibility under Section 135 of the Act were not applicable to the Company
during the year under review.

The composition of the CSR Committee and other details form part of the Corporate Governance Report.

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

The NEDs do not have any pecuniary relationship or transactions with the Company, other than the sitting fees paid to them for
attending meetings of the Board of Directors and its Committees, wherever applicable.

The details of the remuneration paid to the Directors, together with their shareholding in the Company, are disclosed in the Corporate
Governance Report forming part of this Annual Report.

INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS

There is no relationship between the directors except Mr. Gajraj Jain, Chairman-cum-Managing Director of the Company, who is the
husband of Mrs. HemlataJain, Woman Director of the Company.

Further, Mr. Akash Jain, who served as the Chief Executive Officer of the Company until his resignation with effect from July 07,
2025, is the son of Mr. Gajraj Jain and Mrs. HemlataJain.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31,2026, stood at
Rs. 5,54,70,000, comprising 2,77,35,000 equity shares of Rs. 2 each.

During the financial year 2025-26, the Company increased its Authorised Share
Capital by Rs. 1,00,00,000. Consequently, the Authorised Share Capital of the
Company stands enhanced to Rs. 6,00,00,000, divided into 3,00,00,000 equity
shares of Rs. 2 each. During the year under review, the Company allotted
92,45,000 Bonus Equity Shares of face value Rs. 2 each in the ratio approved by
the shareholders, resulting in an increase in the paid-up equity share capital of the
Company by Rs. 1,84,90,000. The bonus shares were issued by capitalising the
eligible reserves of the Company and rank pari-passu in all respects with the
existing equity shares.

During the year under review, except for the allotment of 92,45,000 Bonus Equity
Shares of Rs. 2 each, the Company did not undertake any other corporate action
relating to its share capital. The Company has not issued any equity shares with
differential voting rights, nor has it granted any stock options under any employee
stock option scheme, issued any sweat equity shares, or raised capital through any
other means during the financial year 2025-26.

E-VOTING

Pursuant to the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and
Administration) Rules, 2014, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the
applicable circulars issued by the Ministry of Corporate Affairs ("MCA") and the Securities and Exchange Board of India ("SEBI"),
the Company has provided an electronic voting facility to its Members to enable them to cast their votes electronically on all
resolutions set out in the Notice convening the 41st Annual General Meeting ("AGM").

The detailed procedure and instructions for remote e-voting, as well as e-voting during the AGM, are set out in the Notice of the 41st
AGM forming part of this Annual Report.

ANNUAL RETURN

Pursuant to Sections 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 regulating trading in securities by the
Directors, designated persons and employees of the Company. The Code prohibits the purchase or sale of Company shares by
Directors, designated persons and 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 the rules made thereunder, during the year under review, no director received any
commission from the Company, and thus the said provision is not applicable to the Company.

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

Information with respect to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo, pursuant
to Rule 8 of the Companies (Accounts) Rules, 2014, is as follows:

A. Conservation of Energy

The Company is principally engaged in the business of coal trading and metal scrap trading. Accordingly, its operations are not energy
intensive in nature.

The Company remains committed to promoting the efficient use of energy through prudent operational practices, including optimum
utilisation of office infrastructure, deployment of energy-efficient equipment, and adoption of measures aimed at reducing energy
consumption wherever practicable. During the year under review, no significant capital expenditure was incurred towards energy
conservation.

B. Technology Absorption

The Company continues to leverage appropriate information technology systems and digital platforms to support its trading
operations, supply chain management, financial reporting, compliance and internal control processes, thereby enhancing operational
efficiency and business effectiveness.

In accordance with the requirements of Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to technology
absorption are set out below:

C. Foreign Exchange Earnings and Outgo

PARTICULARS OF 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 within the limit prescribed under Rule 5(1) 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:

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

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

PUBLIC DEPOSITS

During the year under review, the Company did not receive any deposits from the public, and as such, no amount on account of
principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet, under the purview of Section 73
of the Companies Act, 2013, read with the 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) of the Act, towards inclusion of the details of particulars of loans, guarantees and investments covered
under the provisions of Section 186 of the Companies Act, 2013, and 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 amounts of the Company that remain unpaid or unclaimed
for a period of 7 (seven) years from the date of such transfer are 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 their dividends before they are
transferred to the said Fund. Members who have not encashed their dividend warrants for any of the previous seven financial years are
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 WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

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

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

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

The summary of complaints received, pending and disposed of up to March 31,2026, is as under:

• Total number of sexual harassment complaints received during the year: 0

• Total number of sexual harassment complaints disposed of during the year: 0

• Total number of sexual harassment complaints pending beyond 90 days during the year: 0

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE 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 and Bankruptcy Code, 2016.

DETAILS OF CREDIT RATING

During the year under review, the Company was not assigned 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 DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

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

CORPORATE GOVERNANCE

A separate report on Corporate Governance, containing General Shareholders'' information, along with the Certificate from a
Practicing Company Secretary regarding compliance with the 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 year under review, there was no significant and material order passed by regulators or courts or tribunals against the
Company impacting the going concern status and the Company''s operations in the future.

INVESTOR RELATIONS

Your Company always endeavours to keep the response time to shareholders'' requests/grievances at a minimum. Priority is accorded
to addressing all issues raised by shareholders and providing them with a satisfactory reply at the earliest possible time. The
Stakeholders Relationship Committee of the Board meets periodically and reviews the status of shareholders'' grievances. The shares
of the Company continue to be traded in electronic form, and dematerialisation exists with both depositories, viz., National Securities
Depository Limited and Central Depository Services (India) Limited.

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

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 2025-2026. All applicable compliances with
respect to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been duly made by the Company.

GREEN INITIATIVES

In keeping with its commitment to Green Initiatives and going beyond it, an electronic copy of the Notice of the 41st Annual General
Meeting of the Company, including the Annual Report for Financial Year 2025-26, is being sent to all Members, Directors and
Auditors whose e-mail addresses are registered with the Company/Depository Participant(s).

GENERAL

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

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

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c. Buy-back of shares.

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

2. During the year under review, the Company remained compliant with the Maternity Benefit Act, 1961 and as amended from time
to time, 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 neighbourhood of our operations, and 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 the Company achieving its higher business goals. Your Directors place on record their deep
admiration for 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 continued support.

CAUTIONARY STATEMENT

The Annual Report, including those which relate to the Directors'' Report and the 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 obligation to update any such forward-looking statement. Some of the factors that could affect the Company''s performance
could be demand and supply, changes in Government regulations, tax laws, etc.

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
\xrith pffprt from A/Tsv 90 9.029 A/Tr Dppnalr Sincrfi

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

pntprp''A rlnrino-finonri’al xrMfxtrprp nn an arm''c Ipno-fti Koqiq

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)

D T7 /"T TT ATmMCOAIC

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: [email protected], [email protected]
Phone: 91-124-44754936
Website: www.cpil.co

Your Directors are pleased to have this opportunity to report on Company''s progress during the year financial year 202324 and to submit the 39th Annual Report & Audited Financial Statements (Standalone) comprised of Balance Sheet as on 31st March, 2024 and Profit & Loss Account for the period ended on 31st March, 2024.

FINANCIAL RESULTS

DIVIDEND

Keeping in view the overall financial position of the Company, the Board has not recommended any dividend for the

F.Y 2023-24.

TRANSFER TO RESERVE

As per Standalone financials, the net movement in the reserves of the Company for FY 2024 is as follows:

COMPANY''S PERFORMANCE

During the year, under review the performance of the Company has registered growth and the turnover during the year was Rs. 85483.12 lakhs as against Rs. 73020.33 lakhs in the previous year indicating a increment of about 17.06 % over the last year. The year under review resulted in Profit after Tax (PAT) attributable to shareholders of Rs. 78.57 lakhs which was mainly reduced due to continuous fluctuation of coal market as compared to Profit of Rs. 800.72 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

Human Resource is not only an integral part of any organisation but also strive its success and growth. The Company believes that human resources are the key resources and integral part the organisation and endeavours to create a culture of openness and empowerment amongst its employees and provide good carrier development.

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 revived/restart its Agri-Business with the use of new and innovative technology & Hi-tech agri-machinery/equipment''s to enhance & enlarge its agri-division business.

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

Except as disclosed elsewhere in this Annual Report, there have been no material changes and commitments which can affect the financial position of the Company between the closing of the financial year of the Company i.e. 31st March, 2024 till the date of this report.

The Company has revived/restarted its agri-business with the use of new and innovative technology & Hi-tech agri-machinery/equipments w.e.f. 11th June, 2024.

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.

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 FY24.

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and 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;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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 2023-24.

DIRECTORS & KEY MANAGERIAL PERSONNELDIRECTORS

In accordance with the provisions of Section 149 and 152 of the Companies Act, 2013 and Rules made there under as amended from time to time and Regulation 17 of the SEBI (LODR) Regulations 2015, the board of directors shall have an optimum combination of executive and non-executive directors with at least one woman director .As on 31/03/2024, the Company has Mr. Gajraj Jain, Managing Director, Mr. Tilak Raj Goyal, Mr. Jitendra Kumar Mishra & Mr. Punit Jain as independent director along with Mrs. Hemlata Jain as Woman Director.

CHANGE IN DIRECTORS INCLUDING INDEPENDENT DIRECTOR

During the F.Y under review, Mr. Jitendra Kumar Mishra, Independent Director of the Company who was re-apppointed for the 2nd Consecutive term by the shareholder in their 38th AGM for the period of 5 years w.e.f. 14th August, 2023 and Mr. Pradeep Kumar Goyal as Non —Executive Non Independent of the Company has resigned from the post of directorship dated 19th October, 2023.

In accordance with the requirements of the Act and the Company''s Articles of Association, Mrs. Hemlata Jain (DIN: 00049212), retires by rotation and is eligible for re-appointment Members'' approval is being sought at the ensuing AGM for her re-appointment.

On the recommendation of Nomination and Remuneration Committee, the board of directors in their meeting held on 25th July, 2024 had appointed Mr. Pradeep Goyal (DIN: 3568525) as additional Director (Non-Executive Non Independent) for the period of 5 years w.e.f 25th July, 2024, whose appointment has been recommended by the board to the shareholder in the notice of 39th AGM.

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 and commission, 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.

During the year under review, there were no changes in the KMP of the Company. Mr. Gajraj Jain, Chairman Cum Managing Director, Mr. Amar Singh, Chief Financial Officer, Ms. Komal, Company Secretary and Compliance Officer & Mr. Akash Jain, Chief Executive Officer (CEO) 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.

Further, on the recommendation of Nomination & Remuneration Committee, the board vide Resolution passed on July 25, 2023 has included the of name of Mr. Atul Jain, COO of the Company in the management team of the Company as Senior Management(KMP) of the company for the period of 5 year w.e.f 25 th July, 2023.

Further, Mr. Gajraj Jain, Chairman cum Managing Director of the Company who was appointed for the period of 3 years w.e.f 17th April, 2023, attaining the age of 70 years as on 11th April, 2024, therefore as per the provision of Companies Act, 2013 read with SEBI (Listing Obligation and Disclsoure Requirements) Regulations, 2015, approval of the Members was obtained in the 38th AGM held on 25th September, 2023.

As on 31st March, 2024, Mr. Gajraj Jain, Chairman Cum Managing Director, Mr. Akash Jain, Chief Executive Officer (CEO), Mr. Amar Singh, 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

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 31,2024, i.e. on 24th April, 2023, 30th May, 2023,25th July, 2023,26th October, 2023,23rd November, 2023, 07th December, 2023,15th January, 2024,01 st February, 2024 & 29th February, 2024 respectively. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17(2) of the SEBI (Listing obligations & Disclosure Requirements) Regulations 2015.

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 2023-24, the meeting of Independent Director was held on 15thJanuary 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.

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria

such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and nonexecutive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETING AND GENERAL MEETING

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

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

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The 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 essential to success and is an integral part of our culture. While we need to accept a level of risk in achieving our goals, sound risk management helps us to make the most of each business opportunity, and enables us to be resilient and respond decisively to the changing environment

Our approach to risk management assists us in identifying risks early and addressing them in ways that manage uncertainties, minimize potential hazards, and maximize opportunities for the good of all our stakeholders including shareholders, customers, suppliers, regulators and employees. Risks can be broadly classified as Strategic, Operational, Financial, and Legal/Regulatory.

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015,the Company has adopted risk management policy, approved by Board of Directors and established a risk management framework to identify, mitigate and control the risk and threatens of risk.

INTERNAL CONTROL SYSTEMS

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

The Internal Auditor as appointed by the company monitors and evaluates the efficacy and adequacy of internal control systems in the Company. Based on the report of internal auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board of Directors are periodically apprised of the internal audit findings and corrective actions are taken accordingly. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. For more details, refer to the ''internal control systems and its adequacy'' section in Management''s Discussion and Analysis Report, which forms part of this Annual Report.

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 (W.E.F 25/06/2021)

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.

AUDITORSSTATUTORY 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 37th AGM for a term of five years to hold office from the conclusion of the 37 AGM till the conclusion of the 42nd AGM 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 be opened/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 AUDITOR’S & 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 2023-2024. 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-II to this Report in prescribed Form MR-3.

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

Further, the Board of Directors in their meeting held on Tuesday, 28th May, 2024 re-appointed M/s. KKS & Associates, Company Secretaries, as Secretarial Auditors, to undertake the audit of the secretarial records for the Financial Year 2024-25.

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, 2024 as issued by M/s. KKS & Associates, Company Secretaries is also available at BSE India.com and on the website of the Company i.e www.cpil.com.

INTERNAL AUDITOR

In terms of Section 138 of the Companies Act, 2013 and Rules framed there under and on the recommendation of the Audit Committee, the board of Directors had appointed M/s Baj & Company, Chartered Accountant as an Internal Auditor of the Company for the F.Y 2023-24.

Further, the board of directors in their board meeting held on Tuesday, 28th May, 2024 re-appointed M/s Baj & Company, Chartered Accountant as an Internal Auditor of the Company for the F.Y 2024-25. He will perform all the duties of internal auditor and conduct the Audit of the Company for FY 2024-25.

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 31,2024 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, 2024. 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 forms part 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 MAINTENANCE 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 Company has improved tremendously from its last year performance and is optimistic to improve its overall performance I with the existing trading portfolio of Metal, Coal, and Agridivision and the company shall endeavor to capitalize further its trading portfolio.

During the F.Y 2023-24, in order to enhancing the business & to capture new business opportunities, the Company has added the business of trading of metal scrap along with the other existing trading portfolio.

Further, the Company has revived/restarted its Agri-business with

the use of new innovative technologies, Hi-tech Agri-machinery/equipments w.e.f. 11th June 2024.

The Company''s has also entered into business of all kinds of infrastructure projects and is progressing steadily. Further, management of the company is evaluating various suitable prospects. On successful implementation of future projects

and on the strength of its existing product portfolio, operational efficiency and enhanced network, the management, on overall basis, expects a robust growth and enhanced market share. 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 strategy 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 entered during the financial year were on an arm''s length basis and were in the ordinary course of business. The details of the same are annexed herewith as “Annexure-I” in the prescribed Form AOC-2 & also in Note 36 to the Standalone Financial Statements of the Company.

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

The Company in terms of regulation 23 of the Listing Regulations submitted disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges.

CORPORATE SOCIAL RESPONSIBILITY

The CSR Committee has been entrusted with the prime responsibility of recommending to the Board, the CSR activities to be undertaken by the Company in terms of CSR Policy, the amount of expenditure to be incurred and monitoring the implementation of the framework of the CSR Policy. The CSR policy of the Company has been provided on the

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 PolicyjRules, 2014 has been annexed as Annexure-III of this Report.

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

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NONEXECUTIVE 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 31,2024 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 read with the Ministry of Corporate Affairs General General Circular No(s) 14/2020 dated April 8, 2020, 20/2020 dated May 05, 2020, 10/2022 dated 28th December, 2022 & 09/2023 dated 25th September, 2023 and other circulars issued by the Ministry of Corporate Affairs (''MCA'') (“MCA Circulars”) and Securities Exchange

Board of India (SEBI) Circular dated 12th May, 2020, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 & SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated 7th October, 2023 (“SEBI Circulars”). 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.

EXTRACT OF 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

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.

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.

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 seven financial years are 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 sexual harassment. All employees of the Company are covered under the aforementioned Policy.

The summary of complaints received and disposed off up to March 31,2024 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 DIFFERENCE 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. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders'' Grievance Committee of the Board meets periodically and reviews the status of the Shareholders'' Grievances. The shareholders of the Company continue to be traded in electronic forum and dematerialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

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

The 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 2023-2024. 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 39th Annual General Meeting of the Company including the Annual Report for Financial Year 2023-24 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

GENERAL

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(including sweat 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.

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.

Dear Members,

The Directors are pleased to have this opportunity to report on Company's progress during the year financial year 2014-15 and to submit the 30th Annual Report & Audited Balance Sheet as on 31st March, 2015 and Profit & Loss Account for the period ended on 31st March, 2015.

FINANCIAL RESULTS

(Rs. In Lacs)

Standalone

2014-2015 2013-2014

Turnover/ Income from operations 4860.60 10280.64

Other Income 12.78 34.61

Profit/fLoss) before tax, finance cost 58.60 359.32 & depreciation

Finance Cost 41.36 66.82

Depreciation 26.67 17.59

Exceptional items (income) 2.40

Profit/fLoss) before tax (9.43) 272.51

Provision for Taxation - 87.00

Tax Adjustments for earlier years 7.31 (1.80)

Deferred Tax (3.91) (.038)

Profit/fLoss) After Tax (12.83) 187.35

Surplus brought forward from Previous Year 725.98 584.88

Profit available for appropriation 712.89 772.23

Appropriations:

Proposed Dividend - 36.84

Tax on Proposed Dividend - 6.28

Transfer to General reserve - 3.00

Surplus carried to Balance Sheet 712.89 725.97

Consolidated

2014-2015 2013-2014*

Turnover/ Income from operations 7164.30 3

Other Income 15.11 -

Profit/fLoss) before tax, finance cost 112.59 - & depreciation

Finance Cost 76.45 -

Depreciation 38.18 -

Exceptional items (income) - -

Profit/fLoss) before tax (2.04) -

Provision for Taxation 4.25 -

Tax Adjustments for earlier years 7.23 -

Deferred Tax (5.96) -

Profit/fLoss) After Tax (7.56) -

Surplus brought forward from Previous Year 779.06 -

Profit available for appropriation 769.49 -

Appropriations:

Proposed Dividend - -

Tax on Proposed Dividend - -

Transfer to General reserve - -

Surplus carried to Balance Sheet 769.49 -

* Alsan Rubber & Chemicals Private Limited (ARCPL) became subsidiary on 30th July, 2014, Therefore Consolidated figures are not applicable for 2013-14

DIVIDEND

Keeping in view of the loss incurred during the current financial year and future working capital requirements of the Company, the Board has not recommended any dividend for the financial year ending on 31st March 2015.

TRANSFER TO RESERVE

Your Directors have proposed not to transfer any sum to the General Reserve.

COMPANY'S PERFORMANCE

During the year, the performance of the Company during the year was depressing and the turnover during the year was at Rs. 4860.60 Lacs as against Rs. 10280.64 Lacs in the previous year indicating a decline of about 53% over the last year. The year under review resulted in Loss of Rs. 12.83 Lacs as compared to Net Profit of Rs. 187.35 Lacs during the previous year. The management is optimistic on the performance of the Company in future and a detailed discussion is provided under Management discussion and analysis report.

HUMAN RESOURCE DEVELOPMENT

Human Resource is not only an integral part of any organisation but also strive its success and growth. The Company believes that human resources are the key resources and integral part the organisation and endeavours to create a culture of openness and empowerment amongst its employees and provide good carrier development.

Your Company believes in trust transparency & teamwork to improve employees productivity at all levels and is committed to the welfare of the employees and their families by putting review and reward system in place.

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

There is no material changes noted and observed by the Board of the Company which have occurred between the close of the financial year on March 31,2015 to which the financial statement relates and the date of this report.

SUBSIDIARY AND ASSOCIATES COMPANIES

The Company has only one wholly owned subsidiary of the Company namely M/s. Alsan Rubber & Chemicals Private Limited (CIN: U52100DL1995PTC068763) [ARCPL] which became subsidiary on 30th July, 2014. ARCPL is mainly engaged in the business of trading of rubbers. During the year under review, ARCPL registered revenue from operations of Rs. 2303.70 lacs as compared to a revenue of Rs.1438.37 Lacs in financial year 2013-14.The net profit for the year under review has been significantly lower at Rs.7.39 lacs as against Rs.46.43 lacs for the previous year. ARCPL continues to supply its entire supply/ to the Company.

A report on the performance and financial position of the Company's aforesaid subsidiary is annexed in the prescribed Form AOC-1 to this Report as ‘Annexure -I'

DIRECTORS RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts, the applicable 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;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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 2014-15.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 149 and 152 of the Companies Act, 2013 and Rules made there under as amended from time to time and clause 49 of the Listing Agreement, the Company has recommended appointment of Mr.Jagdish Jhunjhunwala as the Independent Director of the company as stipulated in item No. 4 of the Notice of the ensuing 30* Annual general meeting of the Company.

Further in accordance with the provisions of section 161 of the Companies Act, 2013 and Rules made there under as amended from time to time, the Company has proposed appointment of Mrs. Sheetal Jain as a Director of the company on recommendation received from member in writing as stipulated in item No. 5 of the Notice of the ensuing 30th Annual general meeting of the Company.

In accordance with the Companies Act, 2013, Mr. Prakash Goyal, Independent Director of the Company retires by rotation at the ensuing annual general Meeting and being eligible offers himself for re-appointment.

All independent directors have given declaration that they meets the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

In due compliance with the requirement of Section 203 of Companies Act, 2013 read with Rule 8 of Companies (Registration offices and fees) Rules, 2014, Key Managerial Persons (KMP) of the company was duly constituted /appointed. The board in their meeting held on August 31, 2015 appointed Mr. Nitesh Singh as Compliance Office of the Company as part of KMP. Further Mr. Amar Singh was appointed as Chief Financial Officer (CFO) w.e.f. March 1,2015 by the Board in their meeting held on March 19, 2015.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors of your Company, during the period under review met During the Financial year ended March 31, 2015, the Board met 10 (Ten ) times on 26th May, 2014, 10th June, 2014, 26th June 2014,30th July 2014,11th August, 2014, 4th September, 2014,12th November, 2014, 29th December, 2014, 5th February, 201 5and 19th March 2015. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Clause 49 of the Listing agreement.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under revised Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

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.

INTERNAL CONTROL SYSTEMS

The Company's internal control systems are audited by B. Rattan and Associates. The Internal Auditor independently evaluates the adequacy of internal controls and reviews major transactions. The Internal Auditor reports directly to the Audit Committee to ensure complete independence.

BOARD COMMITTEES

Detailed composition of the mandatory Board Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Risk Management Committee and no. of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

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. The details of which are given in the Corporate Governance Report. The Committee met periodically during the year and had discussions with the auditors on internal control systems and internal audit report.

STATUTORY AUDITORS & THEIR REPORT

M/s. J.P.S. & Company, Chartered Accountants (Firm registration No.004086N), the existing auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. The retiring auditors have furnished a certificate of their eligibility for re-appointment under Section 139 (1) of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014. The same was discussed in the Audit Committee meeting. Your directors recommend their re-appointment. The Company has received audit report from M/s J.P.S. & Company, Chartered Accountants

SECRETARIAL AUDITORS & THEIR REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules framed thereunder 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 2014-2015. The Company has received consent from M/s.KKS & Associates, Company Secretaries, for their appointment.

The Board of Directors on a voluntary basis appointed M/s KKS & Associates, Company Secretaries as the Secretarial Auditor of the Company in relation to the financial year 2014-15. The Secretarial Audit for financial year 2014-15 was conducted on voluntary basis and the report is available on the Company's website. Any member interested in hard copy of the Secretarial Audit Report may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy. Secretarial audit report as provided by M/s KKS & Associates, Company Secretaries, is also annexed as Annexure-IV to this Report in prescribed Form MR-3.

QUALIFICATIONS IN AUDIT REPORTS

There is no qualification, disclaimer, reservation or adverse remark or disclaimer made either by the statutory auditors in his report and by the company secretary in practice (Secretarial Auditor) in his secretarial audit report.

FUTURE PROSPECTS

In the past the Company has improved significantly its overall performance with the existing trading portfolio of synthetic rubber and Coal, However the current financial year was not very good. The company shall endeavor to capitalize further.

The Company is also planning to enter into business execution of all kinds of infrastructure projects in future. On successful implementation of future projects and on the strength of its existing product portfolio, operational efficiency and enhanced network, the management, on overall basis, expects a robust growth and enhanced market share. 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 strategy competency, operational efficiencies and new line of activity on its successful implementation.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with Section 129(3) of the Companies Act 2013 and Clause 32 of the Listing Agreement entered into with the Stock Exchanges, the consolidated Financial Statements of the Company, including the financial detail of the subsidiary Company of the Company, forms part of this Annual Report .The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee(RMC). The details of this Committee and its terms of reference are set out in the Corporate Governance Report, which forms part of this Report.

The Company has a Business Risk Management framework to identify risks and strive to create transparency, minimize adverse impact on the Business and enhance the Company's competitive advantage.

Pursuant to the aforesaid business risk framework, the Company has already identified the business risk and action plan for mitigation of the same is already in place. The business risk and its mitigation have been dealt with the Management Discussion and Analysis section of this Report.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act 2013 and Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Board has adopted vigil mechanism in the form of Whistle Blower Policy, to deal with instances of fraud or mismanagement, if any .The Policy can be accessed at the website of the company.

RELATED PARTY TRANSACTIONS

The Company has developed a Related Party Transactions policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions approved by the Board is uploaded on the Company's website.

All Related Party Transactions are placed before the Audit Committee and also the Board/Members for their approval, wherever necessary. The related party transactions entered during the financial year were on an arm's length basis and were in the ordinary course of business except the contracts/arrangements or transactions entered into by the Company with the related parties referred to in sub -section (1) of Section 188 of the Companies Act, 2013 dining the course of business but which were not at arm's length basis .The details of the same are annexed herewith as " Annexure-H " in the prescribed Form AOC-2.

There were no materially significant related party transactions during the financial year except with wholly owned subsidiary as mentioned in AOC-2.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON EXECUTIVE DIRECTORS AND DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS

All pecuniary relationship or transactions of the non executive directors vis-a-vis The company, alongwith criteria for such payments and disclosures on the remuneration of directors alongwith their shareholding are disclosed Form MGT-9, which forms a part of this Report.

INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS

There are no relationships between directors inter se except Mr. Akash Jain, Managing Director and Mrs. Sheetal Jain, director who is wife of Mr. Akash Jain, Managing Director.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 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. As on March 31, 2015, No other director holds any share in the Company except Mr. Akash Jain, Managing Director who holds 3,45,000 Equity shares of the Company and Mrs. Sheetal Jain .Director who holds 1,90,002 Equity shares of the Company .

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 Clause 35B of the Listing Agreement. The above Rule 20 of the Companies (Management and Administration) Rules, 2014 have been amended on 19thMarch, 2015 to introduce a new concept of e-voting i.e. E-Voting at general meeting through an electronic voting system. To comply with the requirements of new Companies Act, 2013 and to ensure good governance for its members, your Company has provided e-voting facility for its last year general meetings to enable its members to participate in the voting electronically. The instruction(s) for e-voting for ensuing Annual General Meeting is also provided with notice to shareholders of this Annual Report.

EXTRACT OF ANNUAL RETURN

As required under Section 92 (3) read with Rule 12 of Companies (Management & Administration), Rules, 2014, the extract of the Annual Return in the prescribed form MGT- 9 is annexed herewith as " Annexure-III".

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:-

a. Conservation of energy N. A

b. Technology Absorption N.A. (Rs.)

c. Foreign Exchange Earnings Current Year NIL

Previous Year NIL

d. Foreign Exchange Earning & Outgo

1. Foreign Exchange Earning NIL

2. Foreign Exchange Outgo

i) Foreign Traveling Expenses Current Year Rs. NIL

Previous Year Rs. NIL

ii) GIF Value of Imports Current Year Rs. 1896 (Lacs)

Previous Year Rs. 2255 (Lacs)

PARTICULARS AS PER SECTION 134 OF THE COMPANIES ACT, 2013

Your company does not have any employee, whose particulars are required to be given under the provision of Section 134 of The Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

PUBLIC DEPOSITS

During the year the Company has not received any Deposits from public, covered under 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.

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

In accordance with the provisions of the of the Sexual Harassment of Women at the Workplace (prevention, Prohibition & Redressed) Act, 2013 no employees (permanent, contractual, temporary, trainees) are covered under this policy till the date of this report.

COMPLIANCE WITH THE LISTING AGREEMENT

The company's equity shares continue to be listed on the Stock Exchange, Mumbai (BSE) which has nationwide trading terminals. The company has paid the Annual Listing Fees to BSE for the Financial Year 2015-2016.

ACKNOWLEDGEMENT

Your Directors place on record their warm appreciation of the assistance and cooperation extended by various Government Departments, Authorities, and Business Partners etc. Your Directors also place on record their deep appreciation of the support provided by the Bankers associated with the company.

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.

For and on behalf of the board of directors

Akash Jain Prakash Goyal New Delhi Managing Director Director August 31,2015 DIN: 00049303 DIN: 02598736

Corporate Identification Number (CIN): L51909DL1984PLC019441 Registered Office:

14, Rani Jhansi Road, New Delhi-110055 Phone: 91-11-2351656, Fax : 91-11-23553698 Email: [email protected]; Website: www.cpil.com

To the Members of Chandra Prabhu International Ltd.

The Directors are pleased to have this opportunity to report on Company''s progress during the year financial year 2013-14 and to submit the 29th Annual Report & Audited Balance Sheet as on 31st March, 2014 and Profit & Loss Account for the period ended on 31st March, 2014.

FINANCIAL RESULTS

(Rs.In Lacs) 2013-2014 2012-2013

Turnover/ Income from operations 10280.64 8780.40

Other Income 34.61 55.62

Profit/(Loss) before tax, interest & 320.67 276.42 depreciation

Interest 32.97 40.81

Depreciation 17.59 10.37

Exceptional items ( income) 2.40 43.20

Profit/(Loss) before tax 272.51 268.45

Provision for Taxation 87.00 78.00

Tax Adjustments for earlier years 1.80 2.82

Deferred Tax (.038) (0.23)

Profit/(Loss) After Tax 187.35 187.86

Surplus brought forward from Previous Year 584.88 443.29

Profit available for appropriation 772.23 631.15

Appropriations: _ _

Proposed Dividend 36.84 36.98

Tax on Proposed Dividend 6.28 6.28

Transfer to General reserve 3.00 3.00

Surplus carried to Balance Sheet 725.97 584.88

OVERALL PERFORMANCE

During the year, the performance of the Company continued it growth traditionally. The turnover during the year was at Rs. 10280.64 Lacs as against Rs. 8780.40 Lacs in the previous year indicating a growth of 17% over the last year. The year under review resulted in Net Profit of Rs. 187.35 Lacs as compared to Net Profit of Rs. 187.86 Lacs during the previous year. The management is optimistic on the performance of the Company in future and a detailed discussion is provided under Management discussion and analysis report.

DIVIDEND

The Board has recommended a final dividend of Rs. 1/- per equity share [@ 10% on face value of Rs 10/- per equity share] to be appropriated from the profits for the 2013-14 subject to the approval of shareholders at the ensuing general meeting. The dividend shall be paid in compliance with applicable regulations.

CORPORATE GOVERNANCE

Your company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchanges. A comprehensive report on Corporate Governance forming part of the Directors'' Report and the certificate from the company''s statutory auditors confirming the compliance of conditions on corporate governance is included in the Annual Report.

FUTURE PROSPECTS

The Company has improved significantly its overall performance in the past with the existing trading portfolio of synthetic rubber and Coal. Turnover in coal has sustained the growth momentum as in the past and rubber has registered tremendous growth during the year and the company shall endeavor to capitalize further.

The management, on overall basis, expects a robust growth and enhanced market share on the strength of its existing product portfolio, operational efficiency and enhanced network alongwith the successful implementation of trade in minerals in future. 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 strategy competency, operational efficiencies.

SUBSIDIARIES

The Company has acquired shares of M/s. Alsan Rubber & Chemicals Private Limited (CIN: U52100DL1995PTC068763) on 30th July, 2014 and it has become wholly owned subsidiary of the Company. M/s. Alsan Rubber & Chemicals Private Limited is mainly engaged in the business of trading of rubbers.

DIRECTORS

In accordance with the provisions of Section 149 and 152 of the Companies Act, 2013 and Rules made thereunder as amended from time to time, the Company has recommended appointments of Independent Directors as stipulated in item Nos. 4 to 6 of the Notice of the ensuing 29th Annual general meeting of the Company. In view of all other directors being recommended for approval of the appointment as Independent directors except Mr. Akash Jain, Managing Director, therefore there is no director liable to retire by rotation for ensuing AGM.

AUDITORS

M/s. J.P.S. & Company, Chartered Accountants, Statutory Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting (AGM) and being eligible offer themselves for re-appointment. They have confirmed that their appointment, if made, would be within the prescribed limits.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. J.P.S. & Company, Chartered Accountants, as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the Thirty Second Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every AGM.

Yours Directors recommend reappointment of M/s. J.P.S. & Company, Chartered Accountants, as Auditors of the company at the ensuing Annual General Meeting.

The notes to the accounts referred to in the Auditor''s Report and the observations made in the Report under Companies (Auditor''s Report) Order, 2003 are self-explanatory and therefore do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT

The information required to be furnished in terms of section 134(5) of the Companies Act, 2013 erstwhile Section 217(2AA) of the Companies Act, 1956 are set out hereunder:

Your Directors confirmed:

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

ii) that the directors had 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 or loss of the company for that period;

iii) that the directors had 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;

iv) that the directors had prepared the annual accounts on a going concern basis.

The Company''s Internal Auditor has conducted periodic audits to provide reasonable assurance that the Company''s established policies and procedures have been followed.

PARTICULARS AS PER SECTION 134 OF THE COMPANIES ACT, 2013

Your company does not have any employee, whose particulars are required to be given under the provision of Section 134 of The Companies Act, 2013 (erstwhile section 217 (2A) of the Companies Act, 1956) read with the Companies (Accounts) Rules, 2014.

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits from public till date within the meaning of Section 73 of the Companies Act, 2013(erstwhile Sec 58A of the Companies Act, 1956) and rules made there under.

COMPLIANCE WITH THE LISTING AGREEMENT

The company''s equity shares continue to be listed on the Stock Exchange, Mumbai (BSE) which has nationwide trading terminals. The company has paid the Annual Listing Fees to BSE for the Financial Year 2014-2015.

COMPLIANCE CERTIFICATE (383A)

The Company has obtained Compliance Certificate as required under the provisions of the Section 383A of the Companies Act, 1956 from Company Secretary in whole time Practice and the Compliance Certificate form part of this Annual report.

ACKNOWLEDGEMENT

Your Directors place on record their warm appreciation of the assistance and cooperation extended by various Government Departments, Authorities, Business Partners etc. Your Directors also place on record their deep appreciation of the support provided by the Bankers associated with the company.

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.

for and on behalf of the board of directors

Akash Jain Prakash Goyal New Delhi Managing Director Director September 04, 2014 DIN: 00049303 DIN : 02598736

Corporate Identification Number (CIN): L51909DL1984PLC019441 Registered Office: 14, Rani Jhansi Road, New Delhi-110055 Phone: 91-11-2351656, Fax :91-11-23553698 Email: [email protected]; Website: www.cpil.com

To the Members of Chandra Prabhu International Ltd.

The Directors are pleased to have this opportunity to report on Company''s pmyress ouriny Ihrj /oar 2012 2013 to submit lha 2Blh Annual Report & Audited balance Sheet as on 31c March, 2013 and Proiit & Loss Account for the perioc ended on 31st March, 2013

FINANCIAL RESULTS

(Rs.In Lacs) 2012-2013 2011-2012 Turnover/ Income from operations

Other Income 5.62 35-55

ProWlLoss} before tax, interest & depreciation 231.88

Interest 40.81 39.00

Depreciation 10.37 10.01

vceptional Items [Income) 43.20

Profit/[Loss) before Tax 265.45 33.83

Provision for Taxation 76,00 7.00

Tax Adjustments for earlier years 2,3 3.691

Deferred Tax (0,23) 39.15

After Tax 111.43

Surplus brought forv and from Previous Year 443.29 377.84

Profit available for appropriation 631.15 435,50

Appropriations:

Proposed Dividend 36.93 36.96

Tax on Proposed Dividend 6.28 5.99

Transler to Genera! reserve 3.00

Surplus carried to Balance Sheet 504.88 443.29

OVERALL PERFORMANCE

During the year, the pc-rlormance of the Company was satisfactory. The turnover during the year was at Rs. 873D.40 Lacs as against Hs, 7009.G5 Lacs in the previous year. The year under review resulted in Net Prof." 0'' Rs. 1B/.B6 Lacs as compared to Net Profit of Rs. 111.43 Lacs during the previous year. Tie management is hopeful to improve the performance of the Company in future and a detailed discussion is provide;! under Management discussion and analysis report.

DIVIDEND

The Board has recommended a final dividend of Rs. 1/- per equity share f@ 10% en face value of Us 10.''- per equity share] to be appropriated from the profits for the financial year 2012-13 subject tc the approval of share he Ida''s at !.-,e ensuing genera! meeting. The dividend shall bo paid in compliance with applicable reguialions-

CORPORATE GOVERNANCE

Your company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, 0! the Listing Agreement with the Stock Exchanges. A comprehensive Je-fjoit on Corporate Governance forming pail of t''e Directors'' Report and the ccrtnlicate from the company''s statutory auditors continuing Ihe compliance of conditions on corporate governance is included in Ihe Annual Report.

FUTURE PROSPECTS

The Company has improved significantly its ove-;-:!l oarfnrmance in Ihe past with the existing trading portfolio of synthetic rubber and Coal. Turnover in coal has sur;!a,r,ed Ihe grewtn. memertum as in Ihe pasl and rubher has registered tremendous growth during the year and the company shall endeavor to capitalize further, The manage mer::, en overall bass, cvpecls a roojst growth and enhanced market share on the strength o; its Existing product portfolio, operational cfixiency and enhanced network alongwith the successful implementation uf trade in minerals in future. The Beard expects that the. Company will continje to improve i''.s overdll performance and excel to enhance Ihe profitability of the Company, in the present economic scenario and huge potential demand of these product 5 ir the Indian marfcet, via its strategy competency, operational efficiencies.

SUBSIDIARIES

The Company has no subsidiary at present. Willi a view to consolidate and focus on one business operation ol the Company during the year under review the Company has divested trout Wholly Owned Subsidiary named Mis. V is hakan Overseas Limited (formerly known as Chandra Prab^u Overseas United) w.e.f. 14 ''July. £012 which was non operational Irom last many years.

Mis J.P.S. £ Company. Chartered Accountants, Auditors ot (he company hold office until the conclusion of the ensuing Annual General Meeting and being eligible ufler I hems elves lof re-appointment. Pursuant to Section 224(1 B) ol the Companies Act 1956 they have confirmed that their appointmenl, if made, would be within the prescribed limits. Yours Directors recommend reappointment of Wtfs. J.P.S. 4 Company, Chartered Accountants, as Auditors of the company at Ihe ensuing Annual General Meeting.

The notes to the accounts referred to in the Auditor''s Report and the observations made in the Hoport under Companies (Auditor''s Report) Order, 2003 are self-explanatory and Iheiefore do not call tor any further ccmmenls.

DIRECTORS RESPONSIBILITY STATEMENT

Ihe information required In be furnished in terms of section 217 (2AA) of the Companies Act, 1356 are set out hereunder:

Your Directors confirmed:

i) that in the preparation ol the annual accounts, the applicable accounting slandards had been followed along with proper explanation relating to material departures:

ii) thai the directors had selected such accounting policies and aoplied Ihem consistently and made judgments and estimates that are reasonable and prudent so as to g^ve a true and fair view of the stale of affairs of the company at the end of the financial year and of the prolit or loss of the company lor lhat period; '' .

iii) that the difectors had taken proper and sufficient care lor the maintenance of adequate accountmg records in accordance wi!h the provisions of this Act for safeguarding the assets ol the company and lor preventing arid detecting fraud and other irregularities;

iv) that the directors had prepared the annual accounts en a going concern basis.

The Company''s Interna! Auditor has conducted periodic audits to provide reasonable assurance that the Company''s established policies and procedures have been followed.

RECTORS

accordance with the provisions of Companies Act, 19bS and Company''s Articles ol Association, Mr. Prakash Goya! relire by rotation at the ensuing Annual General Meeting and is eligible lor reappointment. The Board recommends the reappointment ol Mr. Prakash Goya! and appo in) merit of Mr. San jay Geel and Mr. Nishanl Goyal as Independent Directors (hrough the nelice convening the 2rtni Annual General Meeting of the Company.

Brief resume, pursuant to clause 49 ol the Listing Agreement of the Directors proposed tn he appointed.'' reappointed at Ihc Annual General Meeting, nature of their expertise in specific functional areas and name companies in which they hold directorship included in the notes the Notice convening the Annual General Meet rig.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

Your Company does not have any employee, wnose particulars are required to he g.von under [he provisiun o'' section 217 (2A) of (he Companies Act. 195S read with the Companies (Particulars of Employees) Rules. 1975. as amended up to date.

Information win respect lo Conservation Of Energy, Technology Absorption & Foreign Exchange Earning And Outgo, pursuant to section 217 (1)(e) cl (he Companies Act, 1956 is as lollows:-

a. Conservation of energy N.A

Previous Year NIL.

d. Foreign Exchange Earning & Outgo

1. Foreign Exchange Earning NIL

2, Foreign Fxchangc Outgo

i) Foreign Traveling Expenses Current Year Rs. NIL

Previous Year Rs. 50,445

ii) GIF Value of Imparls Curreni Year Rs. 347R (Laos)

Previa us Year Rs. 1b83(Lacs)

PUBLIC DEPOSITS

The Company has not accepted any fixed deposes Irom public till dale within the meaning ol Section 58A ut Ihe Companies Act, 1956 and rules made there under.

COMPLIANCE WLTH THE LISTING AGREEMENT

Ihe company''s equity shares continue to be listed on the Stock Exchange, Mumbai (BSE) which has nation wide trading terminals. The company has paid the Annual Listing Fees lo BSE fo: [he Financial Year 2012-2Q13.

COMPLIANCE CERTIFICATE (383A)

Ine Company has obtained Compliance Certificate as required under the provisions of Ihe Section 383A of the Companies Act, 1955 from praclising Company Secretary M/s. KKS & Associates and ihe Compliance Certificate form part of this Annual report.

ACKNOWLEDGEMENT

Your Directors place on record Iheir warm appreciation pf (he assistance and cooperation extended by various Govemmenl^Deparlrnonts, Aulhohties, Reserve Bank of Ino''ia, Business Partners etc. Your Direolcrs also place on record their deep appreciation of the support provided by the Bankers associated wilh Ihe company.

Your company''s employees are instrumental to your company achieving higher busr.ess goals. Your directors place on record their deep admiration of Ihn commitment and contribution of your company''s employees. Your support as shareholders is greatfy valued. Your directors thank you and look forward to your continuance support.

for and on behalf of the board of directors of

CHANDRA PRABHU INTERNATIONAL LIMITED

PLACE: MEW DELHI

AKASHJAIN

DATE: 27Th August, 2013 CHAIRMAN

Chandra Prabhu International Ltd. Your Directors are pleased to have this opportunity to report on Companys progress during the year 2009-2010 and to submit the 25th Annual Report & Audited Balance Sheet as on 31st march, 2010 and Profit & Loss Account for the period ended on 31st March, 2010.

(Rs. in Lacs)

Financial Results 2009-10 2008-09

Turnover/Income from operations 3465.20 1298.99

Other Income 52.65 23.73

Profitf(Loss) before tax,

Interests depreciation 180.29 53.22

Interest 16.76 6.87 Depreciation 14.01 8.09

Profit/(Loss) before tax 149.52 38.26

Provision for Taxation 36.00 5.00

Provision for Fringe Benefit Tax Nil 1.50

Tax related to earlier years (FBT) Nil 0.06

Tax related to earlier years 0.56 0.50

Deferred Tax (1.37) (0.07)

Profit/(Loss) after tax 114.33 31.27

Surplus brought forward from

Previous Year 252.70 221.43

PROFIT AVAILABLE FOR

APPROPRIATION 367.02 252.70

Appropriations:

Proposed Dividend 36.98 NIL

Tax on Proposed Dividend 6.29 NIL

Transferto General reserve 3.00 NIL

Surplus carried to Balance Sheet 320.75 252.70



OVERALL PERFORMANCE

The year under review resulted in Net Profit of Rs. 114.33 Lacs as compare to Net Profit of Rs. 31.27 Lacs during the previous year. The company has outperformed during the year and the turnover during the year increased by approx 167% at Rs. 3465.20 Lacs as against Rs. 1298.98 Lacs In the previous year. The management is hopeful to maintain the momentum of growth in future also.

DIVIDEND

The Board has recommended a final dividend of Rs. 1/-per equity share [@ 10% on face value of Rs 10/- per equity share] to be appropriated from the profits for the 2009-10 subject to the approval of shareholders at the ensuing general meeting. The dividend shall be paid in compliance with applicable regulations.

CORPORATE GOVERNANCE

Your company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchanges. A comprehensive report on Corporate Governance forming part of the Directors Report and the certificate from the companys statutory auditors confirming the compliance of conditions on corporate governance is included in the Annual Report.

FUTURE PROSPECTS

With the existing trading portfolio of synthetic rubber, Petrochemical and Coal, the Company has improved significantly its overall performance in the past. The Company had extended its product portfolio to include minerals along with the existing products which will improve performance of the company in future. Turnover in coal has sustained the growth momentum as in the past and rubber has registered tremendous growth during the year and the company shall endeavor to capitalize further.

On an overall basis, we expect a robust growth and enhanced market share on the strength of its existing product portfolio, operational efficiency and enhanced network alongwith the successful implementation of trade in minerals in future. 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 strategy competency, operational efficiencies.

SUBSIDIARIES

The Audited statements of accounts along with Directors Report of the Companys wholly owned subsidiaries M/s Chandra Prabhu Overseas Ltd. and South West Drilling & Infrastructure Ltd., for the financial year ended 31 st March, 2010, is annexed pursuant to the provisions of section 212 of the Companies Act, 1956.

AUDITORS

M/s. J.P.S. & Company, Chartered Accountants, Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Pursuant to Section 224(1B) of the Companies Act, 1956 they have confirmed that their appointment, if made, would be within the prescribed limits. Yours Directors recommend reappointment of M/s. J.P.S. & Company, Chartered Accountants, as Auditors of the company at the ensuing Annual General Meeting.

The notes to the accounts referred to in the Auditors Report and the observations made in the Report under Companies (Auditors Report) Order, 2003 are self-explanatory and therefore do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT

The information required to be furnished in terms of section 217 (2AA) of the Companies Act, 1956 are set out hereunder:

Your Directors confirmed:

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

ii) that the directors had 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 or loss of the company for that period;

iii) that the directors had 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;

iv) that the directors had prepared the annual accounts on a going concern basis.

The Companys Internal Auditor has conducted periodic audits to provide reasonable assurance that the Companys established policies and procedures have been followed.

DIRECTORS

In accordance with the provisions of Companies Act, 1956 and Companys Articles of Association, Mr. Ved Prakash Goel and Mr. Sudhanshu Mishra retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment. Your Directors recommend reappointment of both Mr. Ved Prakash Goel and Mr. Sudhanshu Mishra on the Board.

Subject to approval of members at the ensuing Annual General Meeting, your Directors have increased remuneration payable to Mr. Akash Jain, Managing Director of the Company from existing Rs. 35,000 per month to Rs. 75,000 per month, effective from September 01,2010.

Brief resume, pursuant to clause 49 of the Listing Agreement of the Directors proposed to be appointed/reappointed at the Annual General Meeting, nature of their expertise in specific functional areas and name of companies in which they hold directorship included in the notes to the Notice convening the Annual General Meeting.

CONSOLIDATED FINANCIAL STATEMENT

A Consolidated Financial Statements have been prepared by your company in accordance with the requirements of the Accounting Standards issued by the Institute of Chartered Accountants of India. The audited Consolidated Financial Statements together with Auditors Report thereon forms part of the Annual Report.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956.

Your company does not have any employee, whose particulars are required to be given under the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended up to date

Information with respect to Conservation Of Energy, Technology Absorption & Foreign Exchange Earning And

Outgo, pursuant to section 217 (1)(e) of the Companies Act, 1956isasfollows:-

a. Conservation of energy Not Applicable

b. Technology Absorption Not Applicable (Rs. In Lacs)

c. Foreign Exchange Earnings CurrentYear NIL

Previous Year NIL

d. Foreign Exchange Outgo

(Rs. In Lacs)

i) Foreign Traveling Expenses Current Year Rs.0.52

Previous Year Rs. 1.09

ii)CIFValueoflmports Current Year Rs. 1112.59

Previous Year Rs. 185.98

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits from public till date within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

COMPLIANCE WITH THE LISTING AGREEMENT

The companys equity shares continue to be listed on the Stock Exchange, Mumbai (BSE) which has nation wide trading terminals. The company has paid the Annual Listing Feesto BSE for the Financial Year2010-2011.

ACKNOWLEDGEMENT

Your Directors place on record their warm appreciation of the assistance and cooperation extended by various Government Departments, Authorities, Reserve Bank of India, Business Partners etc. Your Directors also place on record their deep appreciation of the support provided by the Bankers associated with the company.

Your companys employees are instrumental to your company achieving higher business goals. Your directors place on record their deep admiration of the commitment and contribution of your companys employees. Your support as shareholders is greatly valued. Your directors thank you and look forward to your continuance support.



for and on behalf of

the Board of Directors

Place: New Delhi Akash Jain

4th September, 2010 Chairman