డైరెక్టర్ల నివేదిక Confidence Futuristic Energetech Ltd.

Mar 31, 2025

The Board of Directors takes pleasure in presenting its 40^th Board''s Report on the performance of
Confidence Futuristic Energetech Limited (CFEL) for the year ended 31st March 2025 along with the
Audited Standalone and Consolidated Financial Statements.

1. FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE AND CONSOLIDATED)

The performance of the Company for the financial year ended 2024-25 is summarized below:

Particulars		STANDALONE			CONSOLIDATED
		2024-25		2023-24	2024-25	2023-24
Net Revenue from operations		660.02		505.93	24,937.94	17590.31
|Add: Other Income		510.18		392.10	630.33	273.36
Less: Expenditure		668.27		514.47	22,653.17	15140.21
|Operating Profit (PBIDT)		501.93		383.56	2,915.1	2723.46
Less: Interest & Financial Charges		94.31		7.53	1,050.00	649.48
|Less: Depreciation		11.44		14.44	932.75	1072.00
Profit Before Tax & Exceptional Item		396.18		361.59	932.35	1001.98
Less: Exceptional Item Less: Extraordinary Item		-		-	-	-
Profit Before Tax		396.18		361.59	932.35	1001.98
Less: Provision for Taxation: 1) Current Tax 2) Deferred Tax Tax adjustment for earlier year		110.58 (2.04) 6.00		93.92 (1.69) 13.27	235.40 (26.14) (54.79)	256.31 (46.30) 17.07
Profit after Tax		281.65		256.09	777.90	774.91
Earnings Per Share (EPS) (Both Basic and Diluted)		1.13		1.02	4.14	3.44

2. PERFORMANCE HIGHLIGHTS (STANDALONE & CONSOLIDATED)

On a Standalone basis, the Operating Revenue stood at ^ 660.02 Lakhs in FY 2024-25 compared to ^
505.93 Lakhs in previous year i.e. FY 2023-24. The profit after Tax in FY 2024-25 was at ^ 281.65 lakhs
as compared to a Profit of ^ 256.09 Lakhs the previous year. The Operating Revenue of the company
increased by 30.69% and PAT increased by 9.76%.

On Consolidated basis, the Operating Revenue stood at ^ 24,937.94 Lakhs in FY 2024-25 compared to
^ 17590.31 Lakhs in previous year i.e. FY 2023-24. The profit after tax in FY 2023-24 was at ^ 932.35
Lakhs as compared to a Profit of ^ 1001.98 Lakhs in the previous year FY 2023-24. The Operating
Revenue of the company increased by 41.76 % and PAT increased by 3.85%.

Confidence Futuristic Energetech Limited, a key player in the LPG and CNG sector, is excited to
announce its expansion into the fast-growing market of Green Hydrogen, Nitrogen, and CNG Type-4
cylinder manufacturing through Silversky Exim Pvt. Ltd., a subsidiary of Confidence Futuristic
Energetech Ltd., which in turn is part of Confidence Petroleum India Limited. As the global energy
landscape shifts toward sustainable solutions, the Confidence Group is dedicated to supporting the
transition to a cleaner, greener future. With a strong emphasis on innovation and environmental
stewardship, the company aims to transform the Hydrogen, Nitrogen, and CNG storage industry by
manufacturing advanced Type-4 cylinders and tapping into the vast potential of green hydrogen.

3. STATE OF COMPANY''S AFFAIRS

The company, along with its subsidiary entities, is actively engaged in the manufacturing and supply of
high-pressure CNG cylinders, LPG cylinders, CNG cascades, medical oxygen cylinders, and seamless
steel gas cylinders for industrial gases. It offers a wide range of onboard CNG cylinder sizes at
competitive prices, making CNG a more affordable and accessible option for consumers transitioning
to cleaner fuel alternatives.

4. RESERVES

The Company has not transferred any amount to the Reserves for the year ended 31st March 2025.

5. DIVIDEND

The Board of Directors has recommended a Final Dividend of Rs. 0.25/- i.e. 5% per Equity Share of Rs.
5/- each fully paid-up for the Financial Year ended on March 31st, 2025. Dividend is subject to approval
of members at the ensuing annual general meeting and shall be subject to deduction of income tax at
source.

The Board of the Company has adopted a Dividend Distribution Policy in accordance with Regulation
43A of the SEBI Listing Regulations. This policy outlines the guiding principles for determining the
amount of profit to be distributed as dividends to equity shareholders, while also ensuring an
appropriate balance between dividend payouts and retained earnings to support the Company''s future
growth requirements.

As per the policy, the dividend payout is based on the Company''s performance, availability of financial
resources, investment needs, and a focus on maximizing shareholder returns, along with consideration
of various internal and external factors.

6. SHARE CAPITAL

During the year under review there was no change in the share capital of the company.

The paid-up share capital of the Company as on 31 March 2025 was ^ 125100000/- divided into
2,50,20,000 equity shares of the face value of ^ 5/- each. There was no change in the paid-up share
capital of the company during the financial year under review.

The company has passed Special Resolution vide Extra-ordinary General Meeting held on dated 28^th
January, 2025 to issue 36,41,000 Equity Shares of INR 5/- each on preferential basis/private placement
to others. The application for In-Principal approval were duly made to Bombay Stock Exchange.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There have been no material changes or commitments that could affect the financial position of the
Company between the end of the financial year to which the financial statements pertain and the date
of this Report. Additionally, there has been no change in the nature of the Company''s business.

8. COMPANY''S BORROWING

During the year under review, in accordance with Sections 180(1)(a), 180(1)(c), and other applicable
provisions of the Companies Act, 2013, the Company obtained the consent of its members at the Annual
General Meeting held on September 30, 2023, to borrow funds exceeding the aggregate of its paid-up
share capital and free reserves. However, the total borrowings outstanding at any given time, excluding
temporary loans obtained in the ordinary course of business, shall not exceed ^200 Crores.

9. RISK MANAGEMENT

In accordance with Regulation 21 of the SEBI Listing Regulations, the Company has constituted a Risk
Management Committee, the details of which are provided in the Corporate Governance Report forming
part of this Annual Report. The Company has implemented a robust Risk Management Framework.
While the overall responsibility for risk management lies with the Board of Directors, the monitoring
and review of risks associated with the Company have been delegated to the Risk Management
Committee.

The Company manages Credit Risk, Market Risk, Liquidity Risk, Operational Risk, and various other
risks through its Group Enterprise-wide Risk Management framework, supported by comprehensive
policies and processes.

10. INTERNAL CONTROL SYSTEMS

The Company maintains a robust internal control system, including Internal Financial Controls over
Financial Reporting, designed to ensure efficiency, accuracy, and completeness of accounting records,
as well as the timely preparation of reliable financial and management information. This system
ensures compliance with applicable laws and regulations, promotes optimal resource utilization, and
safeguards the Company''s assets and shareholders'' interests. Furthermore, the Company has
established a well-defined organizational structure, clearly documented decision-making authorities,
and comprehensive manuals and operating procedures across its business units and service entities to
ensure the orderly and efficient conduct of its operations.

During the year under review, no material or serious observations were observed for inefficiency or
inadequacy of such controls.

11. VIGIL MECHANISM

In compliance with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, read with
Section 177(9) of the Companies Act, and Regulation 22 of the Listing Regulations (as amended from
time to time), the Company has established a Vigil Mechanism/Whistle Blower Policy (“Policy”). This
Policy empowers Directors and employees to report genuine concerns or grievances, significant
deviations from key management policies, and instances of non-compliance or misconduct such as
unethical behavior, fraud, legal violations, or inappropriate conduct.

The mechanism enables reporting of genuine concerns regarding unethical or improper activities
without fear of retaliation. It includes adequate safeguards to protect whistleblowers from
victimization and allows for direct access to the Chairman of the Audit Committee in exceptional cases.

The Audit Committee periodically reviews the functioning of the Vigil Mechanism. To date, no Director
or employee has been denied access to the Audit Committee of the Board.

The objective of this mechanism is to maintain a redressal system that can process all complaints
concerning questionable accounting practices, internal controls, or fraudulent reporting of financial
information.

The Policy formulated by the Company complies with the requirements of the Act and the Listing
Regulations and is accessible on the Company''s website.

12. HUMAN RESOURCES

Your Company adheres to a policy of developing strong teams comprised of talented professionals. It
continues to enhance its capabilities in attracting the right talent to support diverse products and
geographies, while also implementing effective measures to retain this talent. The Company has
fostered an open, transparent, and merit-based culture to nurture this valuable asset.

The Company acknowledges its people as its most valuable asset and maintains a strong focus on
employee engagement. The Human Resources function is aligned with the Company''s size, nature, and
operational requirements.

13. COMPLIANCE

The Company has complied, and continues to comply, with all applicable regulations, circulars, and
guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and
Exchange Board of India (SEBI), and other relevant authorities.

The Company has complied with the applicable provisions of the Companies Act, 2013, the Listing
Agreement with Stock Exchanges, SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, and other relevant rules, regulations, and guidelines issued from time to time.

14. DEPOSITS

During the year under review, the Company did not accept any deposits from the public under Section
73 of the Companies Act, 2013, and the rules framed thereunder. Additionally, there are no unclaimed
or unpaid deposits held by the Company.

15. APPOINTMENT/RE-APPOINTMENT

During the year, Mrs. Vandana Gupta (DIN: 00013488) resigned from her position as an Independent
Director of the Company. Subsequently, Ms. Mansi Manoj Deogirkar (DIN: 07269038), based on the
recommendation of the Nomination and Remuneration Committee, was appointed as an Additional

Director in the capacity of a Non-Executive Independent Director and appointed as Women
Independent Director for the period of 5 Years w.e.f. 30^th September, 2024 . This appointment was
made by the Board of Directors in accordance with the Articles of Association, Sections 149(6), 161,
and Schedule IV of the Companies Act, 2013 ("the Act"), as well as Regulation 16(1)(b) and other
applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

She has given her consent to the proposed appointment and has been declared qualified. She possesses
the necessary knowledge, experience, and skills required for the position of Independent Director in
accordance with the criteria set forth under the Act and the applicable rules and regulations.

Based on the recommendation of the Nomination and Remuneration Committee and considering her
knowledge, skills, and invaluable expertise in the Company''s industry, it was proposed to appoint Mrs.
Mansi Manoj Deogirkar as a Non-Executive Independent Director of the Company under Section 149
read with Section 152 of the Companies Act, 2013. Her appointment was subsequently confirmed by
the shareholders through the approval of the resolution at the 40th Annual General Meeting.

16. RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION

Appointed a director in place of Mr. Sarvesh Khara (DIN: 06938709) who retires by rotation, and being
eligible, offers himself for re-appointment.

17. BOARD EVALUATION

In accordance with the provisions of the Act and Regulation 17 of the Listing Regulations, the Board
has conducted an annual performance evaluation of its own functioning, its statutory committees—
including the Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility Committee, and Risk Management Committee—as well as
the individual Directors. The methodology adopted for this evaluation is detailed in the Corporate
Governance Report.

The Board evaluation process was completed during financial year 2024-25. The evaluation
parameters and the process have been explained in the corporate governance report.

The Board conducted the performance evaluation of the Individual Directors, Board Committees,
Board as a whole and the Chairman of the Board in accordance with the provisions of the Act and the
SEBI Listing Regulations. The NRC of the Board approves the criteria and the mechanism for carrying
out the said performance evaluation process. Accordingly, the NRC approved the assessment
questionnaire designed for the annual performance evaluation which broadly covered the following
criteria:

i. Board - Competencies, composition and structure, board dynamics, process and procedure,
functioning, oversight of committee composition and functioning and ethics and compliance

ii. Committees - Composition and quality, process and procedure, terms of reference and effectiveness
in terms of respective roles assigned to the Committees

The Chairman''s key focus areas include understanding of the role, commitment, teamwork qualities,
effective utilization of domain expertise, and clear communication. Additional important parameters
encompass efficient leadership, sound decision-making, professionalism, impartiality, dedication of
adequate time, and the ability to facilitate productive discussions.

iii. Individual Directors - Understanding of role, commitment, effective contribution, independent
view to decision making, utilization of domain expertise, etc. The aforesaid questionnaire was
circulated to all the Directors of the Company for the annual performance evaluation.

The Board assessed the effectiveness of its own functioning, as well as that of its Committees and
individual Directors, through the annual Board Evaluation Process. To ensure an impartial evaluation,
the Company engaged an independent external professional services firm to provide a report on the
Board Evaluation, based on the feedback received from the Directors.

The Directors observed that the results of the performance evaluation of the Board, its Committees, the
Chairman, and individual Directors reflected a high level of satisfaction among the Directors. One
suggestion raised was to place greater emphasis on customer centricity. The Company has accepted
this suggestion, which emerged from the Board evaluation. The progress on implementing this
suggestion will be reviewed and reported to the Board. Additionally, the Company has taken the
necessary steps to address the recommendations arising from the Board performance evaluation for
FY 2024-25.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

The ratio of the remuneration of each Director to the median remuneration of the employees of the
Company for the financial year:

Directors			Ratio to median remuneration#
MANSI DEOGIRKAR			NA
SUMANT JAYANTILAL SUTARIA		NA
NITIN PUNAMCHAND KHARA			NA
SANJAY RAMRAO NAPHADE		NA
SARVESH ELESH KHARA			NA
VAIBHAV PRADEEP DEDHIA		NA

# No Remuneration was paid to Directors during the year under review except sitting fees.

*The expression" median" means the numerical value separating the higher half of a population from
the lower half and the median of a finite list of numbers may be found by arranging all the observations
from lowest value to highest value and picking the middle one.

i) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial
Officer, Company Secretary or Manager, if any, in the Financial Year: Nil

ii) The percentage increase in the median remuneration of employees in the Financial Year: Nil

iii) The number of Permanent employees on the rolls of the Company: Nil

iv) Average percentiles increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration: There was no remuneration paid to employees. Hence, the
comparison between the two cannot be made.

v) The key parameters for any variable component of remuneration availed by the Directors: Nil

vi) Affirmation that the remuneration is as per the remuneration policy of the Company: It is hereby
affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

18. DISCLOSURE UNDER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION )F MANAGERIAL PERSONNEL) RULES, 2014

A. Details of top ten employees in terms of remuneration drawn: NIL

B. Details of other employees under aforesaid Rules: Nil

19. DIRECTOR''S APPOINTMENT AND REMUNERATION POLICY FOR THE DIRECTORS, KEY
MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company''s policy on the appointment and remuneration of Directors, which includes criteria for
determining qualifications, positive attributes, independence of a Director, and other matters outlined
under sub-section (3) of Section 178 of the Companies Act, 2013, has been adopted by the Board.

The Company has adopted a comprehensive policy on the Nomination and Remuneration of Directors
on the Board. According to this policy, candidates proposed for appointment as Directors are first
reviewed by the Nomination and Remuneration Committee in a duly convened meeting. The
Committee is responsible for formulating criteria to determine the qualifications, positive attributes,
and independence of a Director, and for recommending a remuneration policy for the Directors, Key
Managerial Personnel, and other employees to the Board. The Nomination and Remuneration
Committee shall ensure that—

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate Directors of the quality required to run the Company successfully.

b) Relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and

c) Remuneration to Directors and senior management involves a balance between fixed and incentive
pay reflecting short and long-term performance objectives appropriate to the working of the Company
and its goals.

During the year under review, none of the Directors of the Company receive any remuneration.

The information required under Section 197 of the Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, concerning the Directors and
employees of the Company, is provided in the "Annexure-" to this report and is also available on the
Company''s website.

20. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR OF THE COMPANY

All Independent Directors have been duly appointed to the Board in compliance with the Companies
Act, 2013. The Company has received declarations from each Independent Director confirming that
they meet the criteria of independence as specified under sub-section (6) of Section 149 of the Act.

21. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the provisions of the Companies Act, 2013, along with the rules made thereunder,
a separate meeting of the Independent Directors was held to evaluate the performance of Non¬
Independent Directors, the Board as a whole, and its committees. The views of the Directors and Non¬
Executive Directors were taken into account during this evaluation. The outcomes were then discussed
in the subsequent Board meeting, where the performance of the Board, its committees, and individual
Directors was reviewed.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186

During the year under review, all related party transactions entered into by the Company were
approved by the Audit Committee and were conducted at arm''s length and in the ordinary course of
business. Prior omnibus approval was obtained for related party transactions of a repetitive nature,
provided they were in the ordinary course of business and on arm''s length terms. Any material related
party transactions and their subsequent modifications were entered into only after obtaining approval
from the Company''s shareholders.

In accordance with Section 186 of the Companies Act, 2013, and Schedule V of the Listing Regulations,
details regarding Loans, Guarantees, and Investments are provided as part of the financial statements.

23. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188

The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy.
All related party transactions entered into during the financial year were conducted in the ordinary
course of business and on an arm''s length basis. The Company did not engage in any materially
significant related party transactions with Promoters, Directors, Key Managerial Personnel, or other
parties that could potentially conflict with the interests of the Company.

Form AOC-2 is annexed to this report.

24 MEETINGS

The agenda and notice for the meetings are prepared and circulated in advance to the Directors. The
Board of Directors met fourteen (14) times during the year, with the necessary quorum present at each
meeting. The interval between any two meetings did not exceed one hundred and twenty days, in
compliance with the provisions of the Companies Act, 2013.

25. COMPOSITION/COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with
the delegated authority. The following statutory Committees and other committee constituted by the
Board function according to their respective roles and defined scope:

? Audit Committee of Directors

? Nomination and Remuneration Committee

? Corporate Social Responsibility Committee

? Stakeholders Relationship Committee

? Risk Management Committee

? Management Committee

Details regarding the composition, terms of reference, and the number of meetings held by each
committee are provided in the Report on Corporate Governance, which forms part of this report.
Additionally, during the year under review, all recommendations made by the Audit Committee were
accepted by the Board.

26. AUDIT AND AUDIT REPORTS

A. APPOINTMENT OF STATUTORY AUDITORS

The company has appointed M/s Kamdar & Daga, Nagpur ( FRN 132239W) as Joint Statutory Auditor
of the company in board meeting held on 06^th September, 2025 subject to the approval of Shareholder
in ensuing Annual General Meeting.

B. STATUTORY AUDITOR''S REPORT

The Statutory Auditors of the Company have issued an unmodified audit report for the financial year
2024-25, which is annexed to this report. Therefore, no further comments are required.

C. SECRETARIAL AUDIT

In accordance with Section 204 of the Companies Act, 2013, and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr.
Siddharth Sipani, Practicing Company Secretary, Nagpur, to conduct the Secretarial Audit for the
Company for the financial year 2024-25, including the Secretarial Audit of its material subsidiaries,
Sarju Impex Ltd. and Confidence Enterprises Private Limited. The Secretarial Audit Reports are
annexed to this report.

The company has appointed M/s Siddharth Sipani & Associates ( CP NO. 11193 and Peer Review No-
1789/2022) as Secretarial Auditor of the company in board meeting held on 06^th September, 2025
subject to the approval of Shareholder in ensuing Annual General Meeting for the Period of 5 Years.

Secretarial Auditor''s Report

The Secretarial Audit Report confirms that the Company has complied with all applicable provisions of
the Companies Act, Secretarial Standards, the Depositories Act, 2018, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, SEBI (Prohibition of Insider Trading) Regulations, 2015,
as amended, and all other regulations and guidelines issued by SEBI that are applicable to the Company.

Report of Secretarial Auditor on Company''s Secretarial Audit for the Financial Year 2024-25 is
enclosed herewith as Annexure to this Report.

Pursuant to the Secretarial audit, the report is self-explanatory and does not require for comment.

D. INTERNAL AUDITORS

In compliance with Section 138 of the Companies Act, 2013, which mandates the appointment of an
Internal Auditor, the Company has established an in-house Internal Audit team, aligned with the size
and scale of its business operations.

27. REPORTING OF FRAUDS BY AUDITORS

The Auditors in their report for the year have not reported any instance of fraud committed by the
officers/employees of the Company.

28. ANNUAL RETURN

In accordance with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company for
the financial year 2024-25 is available on the Company''s website at the following link: www.cfel.co.in

The Extracts of Annual Return of the Company as on 31st March 2025 is available on the website of the
Company at www.cfel.co.in.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with all applicable provisions of Secretarial
Standard-1 and Secretarial Standard-2, as issued by the Institute of Company Secretaries of India
(ICSI).

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

In light of the nature of the Company''s activities, the provisions of Section 134(3)(m) of the Companies
Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to conservation of
energy and technology absorption, are not applicable. However, the Company continues to make
efforts towards energy conservation, environmental protection, and ensuring safety. During the year
under review, the Company had no earnings or expenditure in foreign exchange.

31. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013
the Directors of your Company confirm that:

a) In the preparation of the Annual Accounts for the financial year ended 31^st March 2025, the
applicable accounting standards had been followed along with proper explanation relating to material
departures.

b) The Directors 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.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act or safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts for the financial year ended 31st March 2025, on
a “going concern basis”.

e) The Board of Directors has laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively.

f) The Board of Directors 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, the work performed by the internal, statutory and secretarial auditors
and external consultants, including the audit of internal financial controls over financial reporting by
the statutory auditors 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 FY 2025.

32. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Pursuant to provision of Section 2(87) of the Companies Act, 2013, The Company is a subsidiary of
Confidence Petroleum India Limited.

Further, Your Company has following Four Subsidiary companies within the meaning of the Section
2(87) of the Companies Act, 2013:

1. Sarju Impex Ltd- Subsidiary (Holding stake 75%)

2. Confidence Enterprises Private Limited- Wholly Owned Subsidiary (Holding stake 100%)

3. Confidence Green Fuel Private Limited- Wholly Owned Subsidiary (Holding stake 100%)

4. Confidence Futuristic Fuels Private Limited- Wholly Owned Subsidiary (Holding stake 100%)

5. Silversky Exim Private Limited (Holding Stake-51%)

In accordance with Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the
Company''s subsidiaries and associates, in Form AOC-1, is included as part of this report.

33. CORPORATE GOVERNANCE

The Company is committed to evolving and adhering to corporate governance guidelines and best
practices, not only to enhance long-term shareholder value but also to safeguard the rights of minority
shareholders. CFEL recognizes its inherent responsibility to provide timely and accurate information
regarding its operations, performance, leadership, and governance.

In accordance with Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, a separate Corporate Governance Report, along with a certificate from the auditors
confirming compliance, is annexed and forms an integral part of the Annual Report and Board Report.

The Company is dedicated to upholding the highest standards of corporate governance practices. The
Corporate Governance Report, as required by SEBI Listing Regulations, is included in this Integrated
Annual Report, along with the necessary certificate from the Auditor confirming compliance with the
corporate governance conditions. The management believes that these efforts will further strengthen
the level of Corporate Governance within the Company.

The Corporate Governance Report annexed with this report.

34. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013, along with the rules
framed thereunder, the criteria for compliance with Corporate Social Responsibility (CSR) activities
were not applicable to the Company during the year.

35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

In compliance with Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013, and the rules framed thereunder, the Company upholds a zero-
tolerance policy towards sexual harassment in the workplace. The Company has implemented a policy
for the prevention, prohibition, and redressal of sexual harassment at the workplace, in accordance
with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, as amended from time to time, and the applicable rules.

During the year under review, your Company has not received any complaint pertaining to sexual
harassment.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders have been passed by any regulatory authorities, courts, or tribunals
during the year that would impact the going concern status or the future operations of the Company.

37. DISCLOSURE OF FRAUDS IN THE BOARD''S REPORT U/S 143 OF THE COMPANIES ACT, 2013

During the year under review, the Directors have not observed any transactions that could result in
fraud. The Directors hereby declare that the Company has not encountered any instances of fraud or
fraudulent activity during the Financial Year 2024-25.

CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct ("Code") to regulate, monitor, and report trading in the
Company''s shares by designated persons and their immediate relatives, in compliance with the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code
outlines the procedures that must be followed by designated persons while trading or dealing in the
Company''s shares, as well as the handling and sharing of Unpublished Price Sensitive Information
("UPSI"). Additionally, the Code includes provisions for maintaining a digital database, preventing
insider trading, and familiarizing designated persons with the sensitivity of UPSI.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The MDA for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section
forming part of the Annual Report. The forward-looking statements made in the MDA are based on
certain assumptions and expectations of future events. The Directors cannot guarantee that these
assumptions are accurate or these expectations will materialize. The data, facts, figures and
information given in the portions of MDA other than Company performance have been taken from
reports, studies and websites of various credible agencies.

In accordance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a comprehensive Management Discussion and Analysis Report has been included
separately. This report forms an integral part of the Annual Report and the overall report.

As required under Regulation 34(2)(e) read with Part B of Schedule V of the SEBI Listing Regulations,
the Management Discussion and Analysis for the financial year 2024-25 is provided in a separate
section and forms an integral part of this Annual Report. This section includes mandatory disclosures
as per SEBI Listing Regulations, encompassing details such as the overall industry structure, economic
conditions, operational and financial performance of the Company, business strategy, adequacy of
internal controls, risks and concerns, and other significant developments during the financial year.

39. APPRECIATIONS AND ACKNOWLEDGEMENTS

The Directors would like to place on record their sincere appreciation for the hard work, dedication,
and commitment of all employees. Their enthusiasm and unwavering efforts have been key in
maintaining the Company''s leadership in the industry. The Directors also acknowledge the outstanding
contributions made by the team in driving innovation, technological advancements, and providing
valuable marketing insights across nearly all business segments. These efforts have empowered the
Company to deliver higher levels of customer satisfaction through continuous improvements in
existing products and the successful introduction of new ones.

The Board wishes to express its sincere appreciation for the continued support and cooperation
received from the Company''s suppliers, distributors, retailers, business partners, and other trading
associates. The Company values these partnerships and regards them as integral to its progress,
sharing the rewards of growth with them. It remains the Company''s commitment to foster and
strengthen these relationships, based on mutual benefit, respect, and cooperation, all while prioritizing
consumer interests. The Directors would also like to take this opportunity to extend their gratitude to

the shareholders, business partners, government and regulatory authorities, and stock exchanges for
their ongoing support.

40. GENERAL

Confidence Futuristic Energetech Limited (Formerly known as GLOBE INDUSTRIAL RESOURCES
LIMITED) was incorporated on 26^th June 1985 and the name of the company was changed on 26th
October 2017. Equity Shares of the Company are listed on BSE Limited having script code 539991.

By the Order of Board

CONFIDENCE FUTURISTIC ENERGETECH LIMITED

Date: 06/09/2025

Place: Nagpur ^{Sd/- Sd/-}

(Nitin Khara) (Sarvesh Khara)

Managing Director Director

(DIN: 01670977) (DIN: 06938709)

---

Mar 31, 2024

The Board of Directors takes pleasure in presenting its 39^th Annual Report on the performance of Confidence Futuristic Energetech Limited (CFEL) for the year ended 31st March 2024 along with the Audited Standalone and Consolidated Financial Statements.

1. FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE AND CONSOLIDATED)

The performance of the Company for the financial year ended 2023-24 is summarized below:

(Rs. In Lakhs)
Particulars	STANDA	lLONE	CONSOL]	[DATED
	2023-24	2022-23	2023-24	2022-23
Net Revenue from operations	505.93	426.12	17590.31	12202.21
Add: Other Income	392.10	317.83	273.36	268.28
Less: Expenditure	514.47	420.29	15140.21	10128.45
Operating Profit (PBIDT)	383.56	323.66	2723.46	2342.04
Less: Interest & Financial Charges	7.53	6.09	649.48	546.71
Less: Depreciation	14.44	15.42	1072.00	990.72
Profit Before Tax & Exceptional	361.59	302.14	1001.98	804.61
Item
Less: Exceptional Item	-	-	-	-
Less: Extraordinary Item	-	-	-	-
Profit Before Tax	361.59	302.14	1001.98	804.61
Less: Provision for Taxation:
1) Current Tax	93.92	75.32	256.31	142.27
2) Deferred Tax	(1.69)	3.44	(46.30)	44.54
Tax adjustment for earlier year	13.27	(0.75)	17.07	(0.75)
Profit after Tax	256.09	224.14	774.91	618.54
Earnings Per Share (EPS) (Both	1.02	0.90	3.44	2.84
Basic and Diluted)

2. PERFORMANCE HIGHLIGHTS (STANDALONE & CONSOLIDATED)

On a Standalone basis, the Operating Revenue stood at ^ 505.93 Lakhs in FY 2023-24 compared to ^ 426.12 Lakhs in previous year i.e. FY 2022-23. The profit after Tax in FY 2023-24 was at ^ 256.09 lakhs as compared to a Profit of ^ 224.14 Lakhs the previous year. The Operating Revenue of the company increased by 18.72% and PAT increased by 19.67%.

On Consolidated basis, the Operating Revenue stood at ^ 17590.31 Lakhs in FY 2023-24 compared to ^ 12202.21 Lakhs in previous year i.e. FY 2022-23. The profit after tax in FY 2023-24 was at ^ 1001.98 Lakhs as compared to a Profit of ^ 804.61 Lakhs in the previous year FY 2022-23. The Operating Revenue of the company increased by 44.15 % and PAT increased by 24.52%.

The company vide its subsidiaries Confidence Enterprises Private Limited (100%), Sarju Impex Limited (75%), Maruti Koatsu Cylinders Limited (49%) has commenced its manufacturing and retesting of CNG and High-Pressure Cylinders and Cascades.

CONFIDENCE FUTURISTIC ENERGETECH LIMITED, a company in LPG & CNG industry is proud to announce its entry into the rapidly growing market of Green Hydrogen/ Nitrogen/CNG Type-4 Cylinder manufacturing by Silversky Exim Pvt. Ltd., a subsidiary Confidence Futuristic Energetech Ltd (a subsidiary of Confidence Petroleum India Limited.) Confidence Group is committed to playing its vital role in the global energy transition for a cleaner and greener future as the world shifts towards sustainable energy solutions. With strong focus on innovation and environmental responsibility, the company through production of Type 4 Cylinders is set to revolutionize the Hydrogen/Nitrogen/CNG storage industry and harness the power of green hydrogen.

Confidence Enterprises Private Limited (100% subsidiary of Confidence Futuristic Energetech Limited) received Letter of acceptance from Bharat Petroleum Corporation limited to supply 450 NO. OF CNG Type-I CNG MOBILE/STATIONARY CASCADES FOR BPCL CGD Projects worth of approximately Rs. 67 Crs.

3. STATE OF COMPANY''S AFFAIRS

The Company along with its subsidiary companies, engage in the business of CNG High Pressure Cylinder, Manufacturing of LPG cylinders, CNG Cascade, Medical Oxygen cylinders and high-pressure Seamless Steel Gas Cylinders for Industrial gases. Company offering various sizes of on board CNG at competitive prices, making it affordable for consumers to switch to CNG.

4. RESERVES

Your Company has transferred the profits of the year amounting to Rs. 162.15 Lakhs to accumulated profit & loss account.

The closing balance of the retained earnings of the company for FY 2023-24 after all appropriation and adjustments was Rs. 901.87 Lakhs.

5. DIVIDEND

The Board of Directors has recommended a Final Dividend of Rs. 0.375/- i.e. 7.5% per Equity Share of Rs. 5/- each fully paid-up for the Financial Year ended on March 31st, 2024. Dividend is subject to approval of members at the ensuing annual general meeting and shall be subject to deduction of income tax at source.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), the Board has approved and adopted a Dividend Distribution Policy. The policy details various considerations based on which the Board may recommend or declare Dividend, Company''s dividend track record, usage of

retained earnings for corporate actions, etc. The Dividend Distribution policy and Capital Allocation policy are available on the Company''s website at www.cfel.co.

The Board of the Company has adopted a Dividend Distribution Policy in compliance with Regulation 43A of the SEBI Listing Regulations which establishes the principles to ascertain amounts that can be distributed to equity shareholders as dividend by the Company as well as enable the Company strike balance between pay-out and retained earnings, in order to address future needs of the Company.

As per the Dividend Distribution Policy, the dividend payout is determined basis the performance of the Company, available financial resources, investment requirements and taking into account optimal shareholders return and other internal and external factors.

6. SHARE CAPITAL

During the year under review there was no change in the share capital of the company.

The paid-up share capital of the Company as on 31 March 2024 was ^ 125100000/- divided into 2,50,20,000 equity shares of the face value of ^ 5/- each. There was no change in the paid-up share capital of the company during the financial year under review.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relates and the date of this report.

8. COMPANY''S BORROWING

During the year under review, pursuant to Section 180(1)(a) & 180(1)(c) and any other applicable provisions of the Companies Act, 2013 made there under; the company received the consent of its members in Annual General Meeting held on 30th September, 2023 to borrow moneys in excess of the aggregate of the paid up share capital and free reserves of the Company, provided that the total amount borrowed and outstanding at any point of time, apart from temporary loans obtained in ordinary course of business shall not be in excess of Rs. 200 Crores.

The company has provided corporate guarantee on behalf of Confidence Enterprises Private Limited (Wholly owned subsidiary Company).

9. RISK MANAGEMENT

Pursuant to Regulation 21 of the SEBI Listing Regulations, your Company has a Risk Management Committee, details of which can be referred to in the Report on Corporate Governance forming part of this Report. Your Company has a robust Risk Management Framework. While Risk Management is the responsibility of the Board of Directors, it has delegated its powers relating to monitoring and reviewing risks associated with the Company to the Risk Management Committee. The Company has also adopted a Group Enterprise-wide Risk Management framework supported by appropriate

policies and processes for management of Credit Risk, Market Risk, Liquidity Risk, Operational Risk and various other Risks. Details of identification, assessment, mitigations, monitoring and the management of these risks are mentioned in the Management Discussion and Analysis Report appended to this Report.

10. INTERNAL CONTROL SYSTEMS

The Company''s Internal Control System is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficiency of the Company''s internal controls, including its systems and processes and compliance with regulations and procedures. During the year under review, no material or serious observations were observed for inefficiency or inadequacy of such controls.

11. VIGIL MECHANISM

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 read with Section 177(9) of the Act and as per Regulation 22 of the Listing Regulations (as amended from time to time), the Company has framed Vigil Mechanism/ Whistle Blower Policy (“Policy”) to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports on any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior/conduct, etc. It facilitates reporting of genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee in exceptional cases.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board.

The objective of this mechanism is to maintain a redressal system that can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information.

The Policy framed by the Company is in compliance with the requirements of the Act and the Listing Regulations and is available on the website of the Company.

12. HUMAN RESOURCES

Your Company follows a policy of building strong teams of talented professionals. Your Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open transparent and meritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and the Company has kept a sharp focus on Employee Engagement. The Company''s Human Resources is commensurate with the size, nature and operations of the Company.

13. COMPLIANCE

The Company has complied and continues to comply with the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board of India (SEBI) etc.

The Company has complied with applicable provisions of Companies Act, 2013, Listing Agreement executed with the Stock Exchanges, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules/regulations/guidelines issued from time to time.

14. DEPOSITS

During the year under review, the Company has not accepted any deposits from the public under Section 73 of the Companies Act, 2013 and rules made there under. There is no unclaimed or unpaid deposit lying with the Company.

15. APPOINTMENT/RE-APPOINTMENT

After the Finanvial Year 2023-24 but before the date of signing of this report, there was a Appointment of Mrs. Mansi Deogirkar (DIN-07269038) as an Additional Director (Non-Executive and Independent) and Resignation of Mrs. Vandana Gupta (DIN: 00013488) as an Independent Director of the company were duly made.

MANSI MANOJ DEOGIRKAR (DIN: 07269038) on the recommendation of the Nomination and Remuneration Committee was appointed as an Additional Director in the capacity of a Non-Executive Independent Director with effect from 12th June, 2024 by the Board of Directors in accordance with Article of the Articles of Association and sections 149(6), 161 and Schedule IV of the Companies Act 2013 ("the Act") and Regulation 16(1)(b) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per section 161 of the Act, Mrs. MANSI MANOJ DEOGIRKAR (holds office upto the date of the ensuing AGM on 30th September 2024. She has consented to the proposed appointment and declared qualified. She possesses the requisite knowledge, experience and skill for the position of Independent Director as per required criteria under the Act and rules & regulations made thereunder.

Based on the recommendation received from the Nomination and Remuneration Committee and in view of his/her knowledge, skills and invaluable expertise related to the industry of the company, it is proposed to appoint Mrs. MANSI MANOJ DEOGIRKAR as a Non-Executive Independent Director of the Company in terms of section 149 read with section 152 of the Companies Act, 2013.

16. RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION

Appointed a director in place of Mr. SANJAY RAMRAO NAPHADE (DIN: 03134050) who retires by rotation, and being eligible, offers himself for re-appointment.

17. BOARD EVALUATION

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and that of its statutory committee''s viz. Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee and that of the individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The Board evaluation process was completed during financial year 2023-24. The evaluation parameters and the process have been explained in the corporate governance report.

The Board conducted the performance evaluation of the Individual Directors, Board Committees, Board as a whole and the Chairman of the Board in accordance with the provisions of the Act and the SEBI Listing Regulations. The NRC of the Board approves the criteria and the mechanism for carrying out the said performance evaluation process. Accordingly, the NRC approved the assessment questionnaire designed for the annual performance evaluation which broadly covered the following criteria:

i. Board - Competencies, composition and structure, board dynamics, process and procedure, functioning, oversight of committee composition and functioning and ethics and compliance

ii. Committees - Composition and quality, process and procedure, terms of reference and effectiveness in terms of respective roles assigned to the Committees

Chairman - Key focus areas covering understanding of the role, commitment, teamwork attributes, utilisation of domain expertise, effective communication, etc. and certain other parameters such as efficient leadership, decision making, professionalism, impartial conduct, devotion of sufficient time, effective communication and facilitation of productive deliberation.

iii. Individual Directors - Understanding of role, commitment, effective contribution, independent view to decision making, utilization of domain expertise, etc. The aforesaid questionnaire was circulated to all the Directors of the Company for the annual performance evaluation.

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual Directors through the annual Board Evaluation Process. The Company had engaged an independent external professional services firm for issuing a report on the Board Evaluation for the Company, based on the responses received from the Directors.

The Directors noted that the results of the performance evaluation of the Board and its Committees, Chairman and individual directors indicated a high degree of satisfaction amongst the directors. A suggestion given by the Directors was to increase its focus on customer centricity. The Company has accepted the said suggestion made which emanated from the Board performance evaluation. The status of compliance of the said suggestion will be reviewed and reported to the Board. Further, the Company has taken necessary steps to comply with the suggestions which had arisen from the Board performance evaluation for FY 2023-24.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Directors	Ratio to median remuneration#
MANSI DEOGIRKAR	NA
SUMANT JAYANTILAL SUTARIA	NA
NITIN PUNAMCHAND KHARA	NA
SANJAY RAMRAO NAPHADE	NA
SARVESH ELESH KHARA	NA
VAIBHAV PRADEEP DEDHIA	NA
# No Remuneration was paid to Directors during the year under review except sitting fees.

*The expression" median" means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one.

i) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the Financial Year: Nil

ii) The percentage increase in the median remuneration of employees in the Financial Year: Nil

iii) The number of Permanent employees on the rolls of the Company: Nil

iv) Average percentiles increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: There was no remuneration paid to employees. Hence, the comparison between the two cannot be made.

v) The key parameters for any variable component of remuneration availed by the Directors: Nil

vi) Affirmation that the remuneration is as per the remuneration policy of the Company: It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

18. DISCLOSURE UNDER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION C MANAGERIAL PERSONNEL) RULES, 2014

A. Details of top ten employees in terms of remuneration drawn: NIL

B. Details of other employees under aforesaid Rules: Nil

19. DIRECTOR''S APPOINTMENT AND REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIA PERSONNEL AND OTHER EMPLOYEES

The Company''s policy on Director''s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (3) of Section 178 of the Companies Act, 2013, as is adopted by the Board.

The Company has adopted a comprehensive policy on Nomination and Remuneration of Directors on the Board. As per such policy, candidates proposed to be appointed as Directors on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened meeting. The Nomination and Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the Remuneration for the Directors, Key Managerial Personnel and other employees.

The Nomination and Remuneration Committee shall ensure that—

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to Directors and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

During the year under review, none of the Directors of the Company receive any remuneration.

The information required under Section 197 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of the Company is set out in the “Annexure-”to this report and is also available on the website of the Company

20. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR OF THE COMPANY

All the Independent Directors are well appointed on the Board of Company in compliance with the Companies Act, 2013. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence under sub-section (6) of section 149 of the Act.

21. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In due compliance with the provisions of the Companies Act, 2013 read with the rules made there under a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole was evaluated, taking into account the views of Directors and Non-Executive 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 discussed.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Guarantees and Investments are provided as part of the financial statements.

23. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188

The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy. All related party transactions that were entered into during the financial year were in the ordinary course of business and on an arm''s length basis. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

Form AOC - 2 has been annexed to this report.

24 MEETINGS

The agenda and Notice of the Meetings are prepared and circulated in advance to the Directors. The Board of Directors of the Company met Eight (8) times. The necessary quorum was present in all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013.

25. COMPOSITION/COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following statutory Committees and other committee constituted by the Board function according to their respective roles and defined scope:

? Audit Committee of Directors

? Nomination and Remuneration Committee

? Corporate Social Responsibility Committee

? Stakeholders Relationship Committee

? Risk Management Committee

? Management Committee

Details of composition, terms of reference and number of meetings held by respective committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the Audit Committee have been accepted by the Board.

26. AUDIT AND AUDIT REPORTS

A. APPOINTMENT OF STATUTORY AUDITORS

In 36th Annual General Meeting the company has appointed M/s. L N J Associates., Chartered Accountants, (FRN-135772W), as joint Statutory Auditor of the company. The company has Koshal & Associates, Chartered Accountants, Mumbai (FRN 121233 W) and M/s. L N J Associates., Chartered Accountants, (FRN-135772W), as statutory Auditor of the company.

B. STATUTORY AUDITOR''S REPORT

The Statutory Auditors of the company has given Un-modified Auditors Report for the financial year, 2023-24 and has been annexed with this report and hence does not required for any comment.

C. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed Mr. Siddharth Sipani, Practicing Company Secretary, Nagpur to undertake the Secretarial Audit of the Company for the Financial Year 2023-24 along with the Secretarial Audit of Material Subsidiary i.e. Sarju Impex Ltd. & Confidence Enterprises Private Limited. The Secretarial Audit Reports are annexed herewith.

Secretarial Auditor''s Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of CFEL has appointed Mr. Siddharth Sipani, Practicing Company Secretary, Nagpur, to conduct the Secretarial Audit of CFEL for the Financial Year 2023-24. Report of Secretarial Auditor on Company''s Secretarial Audit for the Financial Year 2023-24 is enclosed herewith as Annexure to this Report.

Observation raised by secretarial Auditor:

1. Regulation 23 (9) Sof SEBI (LODR) Regulation, 2015, the company has made delay in Delay in Submission of related party transactions For the Half year ended September 2023.

Reply on Observations raised: the company has submitted the related party transactions For the Half year ended September 2023 with delay due to technical difficulties.

Secretarial Audit of Material Unlisted Indian Subsidiary

For the Financial Year 2023-24, Sarju Impex Ltd- Subsidiary (Holding stake 75%) & Confidence Enterprises Private Limited- Wholly Owned Subsidiary (Holding stake 100%) are the Material Unlisted Subsidiaries of CFEL. As per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit of the Material Subsidiary mentioned above has been conducted for the Financial Year 2023-24 by Practicing Company Secretaries. The Secretarial Audit Report of Sarju Impex Ltd- Subsidiary & Confidence Enterprises Private Limited- for the Financial Year ended 31^st March 2024 is enclosed herewith as Annexure -to this Report.

Pursuant to the Secretarial audit of Sarju Impex Limited, the auditor has raised following observation:

1. The Company has made delay in filling few E-forms with MCA during the year under review.

Reply on Observations raised: The company has filed requisite E-form with Ministry of Corporate Affairs. The delay had occurred due to delay in receipt of the documents and technical issue.

Pursuant to the Secretarial audit of Confidence Enterprises Private Limited, the report is selfexplanatory and does not require for comment.

D. INTERNAL AUDITORS

The provision of section 138 of the Companies Act, 2013 has mandated the appointment of Internal Auditor in the Company. Accordingly, the Company is having in-house Internal Auditor team in accordance with the size of business.

27. REPORTING OF FRAUDS BY AUDITORS

The Auditors in their report for the year have not reported any instance of fraud committed by the officers/employees of the Company.

28. ANNUAL RETURN

The Extracts of Annual Return of the Company as on 31st March 2024 is available on the website of the Company at www.cfel.co.in.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

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

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption, are not applicable to the Company. However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. During the year under review, the Company had no earnings and expenditure in foreign exchange.

31. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 the Directors of your Company confirm that:

a) In the preparation of the Annual Accounts for the financial year ended 31^st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The Directors 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.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act or safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts for the financial year ended 31st March 2024, on a “going concern basis”.

e) The Board of Directors has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) The Board of Directors 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, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors 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 FY 2024.

32. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Pursuant to provision of Section 2(87) of the Companies Act, 2013, The Company is a subsidiary of Confidence Petroleum India Limited.

Further, Your Company has following Four Subsidiary companies within the meaning of the Section 2(87) of the Companies Act, 2013:

1. Sarju Impex Ltd- Subsidiary (Holding stake 75%)

2. Confidence Enterprises Private Limited- Wholly Owned Subsidiary (Holding stake 100%)

3. Confidence Green Fuel Private Limited- Wholly Owned Subsidiary (Holding stake 100%)

4. Confidence Futuristic Fuels Private Limited- Wholly Owned Subsidiary (Holding stake 100%)

Moreover, M/s Maruti Koatsu Cylinders Limited is an associate of the company and the company holds 49% stake in M/s Maruti Koatsu Cylinders Limited.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company''s subsidiary and associates in Form AOC-1 is forming part of the report

33. CORPORATE GOVERNANCE

In terms of Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance along with a certificate from the auditor''s confirming compliance is annexed and forms part of the Annual Report and Board Report.

The company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from THE AUDITOR, regarding compliance of the conditions of corporate governance, as stipulated. The management of the Company believes that it will further enhance the level of Corporate Governance in the Company.

The Corporate Governance Report annexed with this report.

34. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provisions of Section 135 of the Companies Act, 2013 read with the rules made there under, the criteria for complying with the CSR activity does not applicable to the Company throughout the year.

35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIO1 PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules made there under, the Company has zero tolerance on sexual harassment at the workplace and they work extensively on creating awareness on relevance of sexual harassment issues, including while working remote.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There has been no significant and material order passed by any regulator, courts or tribunals impacting the going concern status and operations of the Company in future.

37. DISCLOSURE OF FRAUDS IN THE BOARD''S REPORT U/S 143 OF THE COMPANIES ACT, 2013

During the year under review, your directors do not observe any transactions which could result in a fraud. Your Directors hereby declare that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2023-24

CODE FOR PREVENTION OF INSIDER TRADING

Company has adopted a Code of Conduct (“Code”) to regulate, monitor and report trading in Company''s shares by Company''s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company''s shares and sharing Unpublished Price Sensitive Information (“UPSI”). The Code covers Company''s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report has been appended separately, which forms part of this report and the Annual Report.

The Management Discussion and Analysis for the financial year under review, as stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the SEBI Listing Regulations, is presented in a separate section and forms part of this Annual Report. It provides mandatory disclosures required under the SEBI Listing Regulations comprising of inter-alia details about the overall industry structure, economic scenarios, operational and financial performance of the Company, business strategy, internal controls and their adequacy, risk and concerns and other material developments during the financial year 2023-24.

39. APPRECIATIONS AND ACKNOWLEDGEMENTS

Your directors place on records their deep appreciation to all employees for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled your Company to remain an industry leader. Your directors would also like to acknowledge the excellent contribution in providing the latest innovations, technological improvements and marketing inputs across almost all categories in which it operates. This has enabled your Company to provide

higher levels of consumer delight through continuous improvement in existing products, and introduction of new products.

Your Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. Your directors also take this opportunity to thank all Shareholders, Business Partners, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

40. GENERAL

Confidence Futuristic Energetech Limited (Formerly known as GLOBE INDUSTRIAL RESOURCES LIMITED) was incorporated on 26^th June 1985 and the name of the company was changed on 26th October 2017. Equity Shares of the Company are listed on BSE Limited having script code 539991.

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Mar 31, 2023

The Board of Directors takes pleasure in presenting its 38^th Annual Report on the performance of Confidence Futuristic Energetech Limited (CFEL) for the year ended 31st March, 2023 along with the Audited Standalone and Consolidated Financial Statements.

1. FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE AND CONSOLIDATED)

The performance of the Company for the financial year ended 2022-23 is summarized below:

(Rs. In Lakhs)
	Particulars		STANDALONE		CONSOLIDATED
			2022-23	2021-22	2022-23	2021-22
Net Revenue from operations			426.12	349.53	12236.01	5353.65
Add: Other Income			317.83	119.84	267.13	127.26
Less: Expenditure			420.29	273.42	10161.10	4640.66
	Operating Profit (PBIDT)		323.66	195.95	2342.04	840.25
Less: Interest & Financial Charges			6.09	31.23	546.71	188.13
	Less: Depreciation		15.42	19.37	1087.81	265.43
Profit Before Tax & Exceptional Item			302.14	145.35	707.51	386.69
	Less : Exceptional Item		-	-	-	-
	Less : Extraordinary Item		-	-	-	-
Profit Before Tax			302.14	145.35	707.51	386.69
	Less: Provision for Taxation:
	1) Current Tax		75.32	33.94	142.24	94.25
	2) Deferred Tax		3.44	3.85	18.75	6.42
	3) Tax adjustment for earlier year		(0.75)	-	(0.75)	-
Profit after Tax			224.14	107.56	547.28	286.02
	Earnings Per Share (EPS) (Both		0.90	0.43	2.58	1.27
	Basic and Diluted)

2. PERFORMANCE HIGHLIGHTS (STANDALONE & CONSOLIDATED)

On a Standalone basis, the Operating Revenue stood at ^ 426.12 Lakhs in FY 2022-23 compared to ^ 349.53 Lakhs in previous year i.e. FY 2021-22. The profit after Tax in FY 2022-23 was at ^ 224.14 lakhs as compared to a Profit of ^ 107.56 Lakhs previous year. The Operating Revenue of the company increased by 21.91% and PAT is increased by 108.39%.

On Consolidated basis, the Operating Revenue stood at ^ 12236.01 Lakhs in FY 2022-23 compared to ^ 5353.65 Lakhs in previous year i.e. FY 2021-22. The profit after tax in FY 2022-23 was at ^ 547.28

Lakhs as compared to a Profit of ^ 286.02 Lakhs in previous year FY 2021-22. The Operating Revenue of the company increased by 128.55% and PAT increased by 91.34%.

The company vide its subsidiaries Confidence Enterprises Private Limited (100%), Sarju Impex Limited (75%), Maruti Koatsu Cylinders Limited (49%) has commenced its manufacturing and retesting of CNG and High Pressure Cylinders and Cascades.

3. STATE OF COMPANY''S AFFAIRS

The Company along with its subsidiary companies, engage in the business of CNG High Pressure Cylinder, Manufacturing of LPG cylinders, CNG Cascade, Medical Oxigen cylinders and high-pressure Seamless Steel Gas Cylinders for Industrial gases. Company offering various sizes of on board CNG at competitive prices, making it affordable for consumers to switch to CNG.

4. RESERVES

Your Company has transferred the profits of the year amounting to Rs. 130.31 Lakhs to accumulated profit & loss account.

The closing balance of the retained earnings of the company for FY 2022-23 after all appropriation and adjustments was Rs. 739.71 Lakhs.

5. DIVIDEND

The Board of Directors has recommended a Final Dividend of Rs. 0.375/- i.e. 7.5% per Equity Share of Rs. 5/- each fully paid-up for the Financial Year ended on March 31^st 2023. Dividend is subject to approval of members at the ensuing annual general meeting and shall be subject to deduction of income tax at source.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), the Board has approved and adopted a Dividend Distribution Policy. The policy details various considerations based on which the Board may recommend or declare Dividend, Company’s dividend track record, usage of retained earnings for corporate actions, etc. The Dividend Distribution policy and Capital Allocation policy are available on the Company’s website at www.cfel.co.

6. SHARE CAPITAL

During the year under review there was no change in the share capital of the company. However there was a sub division of Company’s Authorised Capital from 1,50,00,000 Equity shares of Rs. 10/- each to 3,00,00,000 Equity Shares of Rs. 5/-each fully paid up. Subsequently, issued capital has been changed from 1,25,10,000 Equity shares of Rs.10/- each to 2,50,20,000 Equity shares of Rs.5/- face value each fully paid up.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relates and the date of this report.

8. COMPANY''S BORROWING

During the year under review, pursuant to Section 180(1)(a) & 180(1)(c) and any other applicable provisions of the Companies Act, 2013 made there under; the company received the consent of its members in Annual General Meeting held on 30^th September, 2022 to borrow moneys in excess of the aggregate of the paid up share capital and free reserves of the Company, provided that the total amount borrowed and outstanding at any point of time, apart from temporary loans obtained in ordinary course of business shall not be in excess of Rs.200 Crores.

The company has provided corporate guarantee on behalf of Confidence Enterprises Private Limited (Wholly owned subsidiary Company).

9. RISK MANAGEMENT

Pursuant to Regulation 21 of the SEBI Listing Regulations, your Company has a Risk Management Committee, details of which can be referred to in the Report on Corporate Governance forming part of this Report. Your Company has a robust Risk Management Framework. While Risk Management is the responsibility of the Board of Directors, it has delegated its powers relating to monitoring and reviewing risks associated with the Company to the Risk Management Committee. The Company has also adopted a Group Enterprise-wide Risk Management framework supported by appropriate policies and processes for management of Credit Risk, Market Risk, Liquidity Risk, Operational Risk and various other Risks. Details of identification, assessment, mitigations, monitoring and the management of these risks are mentioned in the Management Discussion and Analysis Report appended to this Report.

10. INTERNAL CONTROL SYSTEMS

The Company’s Internal Control System is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficiency of the Company’s internal controls, including its systems and processes and compliance with regulations and procedures. During the year under review, no material or serious observations were observed for inefficiency or inadequacy of such controls.

11. VIGIL MECHANISM

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 read with Section 177(9) of the Act and as per Regulation 22 of the Listing Regulations (as amended from time to time), the Company has framed Vigil Mechanism/ Whistle Blower Policy (“Policy”) to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports on any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior/conduct, etc.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board.

The objective of this mechanism is to maintain a redressal system that can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information.

The Policy framed by the Company is in compliance with the requirements of the Act and the Listing Regulations and is available on the website of the Company.

12. HUMAN RESOURCES

Your Company follows a policy of building strong teams of talented professionals. Your Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open transparent and meritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and the Company has kept a sharp focus on Employee Engagement. The Company’s Human Resources is commensurate with the size, nature and operations of the Company.

13. COMPLIANCE

The Company has complied and continues to comply with the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board of India (SEBI) etc.

The Company has complied with applicable provisions of Companies Act, 2013, Listing Agreement executed with the Stock Exchanges, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules/regulations/guidelines issued from time to time.

14. DEPOSITS

During the year under review, the Company has not accepted any deposits from the public under Section 73 of the Companies Act, 2013 and rules made there under. There is no unclaimed or unpaid deposit lying with the Company.

15. APPOINTMENT/RE-APPOINTMENT

During the period under, there is no change in the board of directors of the company. Further, as approved and recommended by Nomination and remuneration committee, The board has approved recommended for the approval of shareholder, the re-appointment of Mr. Mr. Nitin Khara (DIN: 01670977) as the Managing Director and CEO of the company and Re-appointment of Mr. VAIBHAV PRADEEP DEDHIA (DIN:08068912) as an Independent Director for in second consecutive/continuation term in ensuing 38^th Annual General Meeting.

16. RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION

Appointed a director in place of Mr. Sarvesh Khara (DIN: 06938709) who retires by rotation, and being eligible, offers himself for re-appointment.

17. BOARD EVALUATION

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and that of its statutory committee’s viz. Audit Committee,

Stakeholder Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee and that of the individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The Board evaluation process was completed during financial year 2022-23. The evaluation parameters and the process have been explained in the corporate governance report.

The Board conducted the performance evaluation of the Individual Directors, Board Committees, Board as a whole and the Chairman of the Board in accordance with the provisions of the Act and the SEBI Listing Regulations. The NRC of the Board approves the criteria and the mechanism for carrying out the said performance evaluation process. Accordingly, the NRC approved the assessment questionnaire designed for the annual performance evaluation which broadly covered the following criteria:

i. Board - Competencies, composition and structure, board dynamics, process and procedure, functioning, oversight of committee composition and functioning and ethics and compliance

ii. Committees - Composition and quality, process and procedure, terms of reference and effectiveness in terms of respective roles assigned to the Committees

Chairman - Key focus areas covering understanding of the role, commitment, teamwork attributes, utilisation of domain expertise, effective communication, etc. and certain other parameters such as efficient leadership, decision making, professionalism, impartial conduct, devotion of sufficient time, effective communication and facilitation of productive deliberation.

iii. Individual Directors - Understanding of role, commitment, effective contribution, independent view to decision making, utilization of domain expertise, etc. The aforesaid questionnaire was circulated to all the Directors of the Company for the annual performance evaluation.

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual Directors through the annual Board Evaluation Process. The Company had engaged an independent external professional services firm for issuing a report on the Board Evaluation for the Company, based on the responses received from the Directors.

The Directors noted that the results of the performance evaluation of the Board and its Committees, Chairman and individual directors indicated a high degree of satisfaction amongst the directors. A suggestion given by the Directors was to increase its focus on customer centricity. The Company has accepted the said suggestion made which emanated from the Board performance evaluation. The status of compliance of the said suggestion will be reviewed and reported to the Board. Further, the Company has taken necessary steps to comply with the suggestions which had arisen from the Board performance evaluation for FY 2022-23.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Directors			Ratio to median remuneration#
VANDANA GUPTA			NA
SUMANT JAYANTILAL SUTARIA		NA
NITIN PUNAMCHAND KHARA			NA
SANJAY RAMRAO NAPHADE		NA
SARVESH ELESH KHARA			NA
VAIBHAV PRADEEP DEDHIA			NA

# No Remuneration was paid to Directors during the year under review except sitting fees.

*the expression" median" means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one.

i) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the Financial Year: Nil

ii) The percentage increase in the median remuneration of employees in the Financial Year: Nil

iii) The number of Permanent employees on the rolls of the Company : Nil

iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: There was no remuneration paid to employees. Hence, the comparison between the two cannot be made.

v) The key parameters for any variable component of remuneration availed by the Directors: Nil

vi) Affirmation that the remuneration is as per the remuneration policy of the Company: It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

18. DISCLOSURE UNDER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENTANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

A. Details of top ten employees in terms of remuneration drawn: NIL

B. Details of other employees under aforesaid Rules: Nil

19. DIRECTOR''S APPOINTMENT AND REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company’s policy on Director’s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (3) of Section 178 of the Companies Act, 2013, as is adopted by the Board.

The Company has adopted a comprehensive policy on Nomination and Remuneration of Directors on the Board. As per such policy, candidates proposed to be appointed as Directors on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened meeting. The Nomination and Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the Remuneration for the Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Committee shall ensure that—

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to Directors and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

During the year under review, none of the Directors of the Company receive any remuneration.

The information required under Section 197 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of the Company is set out in the “Annexure-”to this report and is also available on the website of the Company

20. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR OF THE COMPANY

All the Independent Directors are well appointed on the Board of Company in compliance with the Companies Act, 2013. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence under sub-section (6) of section 149 of the Act.

21. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In due compliance with the provisions of the Companies Act, 2013 read with the rules made there under a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole was evaluated, taking into account the views of Directors and Non-Executive 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 discussed.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Guarantees and Investments are provided as part of the financial statements.

23. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188

The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy. All related party transactions that were entered during the financial year were in the ordinary course of business and on an arm’s length basis. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

Form AOC - 2 has been annexed to this report.

24 MEETINGS

The agenda and Notice of the Meetings are prepared and circulated in advance to the Directors. The Board of Directors of the Company met Seven (7) times. The necessary quorum was present in all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013.

25. COMPOSITION/COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following statutory Committees and other committee constituted by the Board function according to their respective roles and defined scope:

S Audit Committee of Directors S Nomination and Remuneration Committee S Corporate Social Responsibility Committee S Stakeholders Relationship Committee S Risk Management Committee S Management Committee

Details of composition, terms of reference and number of meetings held by respective committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the Audit Committee have been accepted by the Board.

26. AUDIT AND AUDIT REPORTSA. APPOINTMENT OF STATUTORY AUDITORS

In 36^th Annual General Meeting the company has appointed M/s. L N J Associates., Chartered Accountants, (FRN-135772W), as joint Statutory Auditor of the company. The company has Koshal & Associates, Chartered Accountants, Mumbai (FRN 121233 W) and M/s. L N J Associates., Chartered Accountants, (FRN-135772W), as statutory Auditor of the company.

B. STATUTORY AUDITOR''S REPORT

The Statutory Auditors of the company has given Qualified Auditors Report for the financial year, 2022-23 and has been annexed with this report; The Observation raised in the Audit Report are as below along with their reply from the board.

Standalone Audit Report

Observation : The gratuity liability is to be provided as per Actuarial Valuation using PUCM ( Projected Unit Credit Method). In the opinion of the management, the fair liability of gratuity will not be material as the employee turnover ratio is high and do not complete the mandatory period of five years. However, as informed by the management, the company has appointed the consultant for working the gratuity liability as per Actuarial Valuation using PUCM and will be provided once the report of the consultant is received

Reply : The company has already provided for gratuity liability with only 3 employees and need for actuarial valuation was impractical. However company has appointed the consultant for confirming the gratuity liability as per Actuarial Valuation using PUCM and differential liability if any will be provided once the report of the consultant is received.

Consolidated Audit Report

Observation : In the absence of valuation report of the PPE from the registered valuer on acquisition date, the net assets of M/s Sarju Impex Limited (Subsidiary company) has been calculated for the purpose of consolidation as per financial statement as on 31.03.2023 duly certified by the statutory auditor of the subsidiary as per IND AS. The above net assets and goodwill will be subject to change if any after receiving the valuation report from the registered valuer and net assets acquired and goodwill will be recalculated following IND AS principles.

Reply : the company has appointed the registered valuer for working of Goodwill Valuation and quantitative impact is depend on pending report of registered valuer. However this qualification won''t have any impact on Statement of Profit and loss of consolidated financial Statements.

C. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. Yugandhara Kothalkar, Practicing Company Secretary, Nagpur to undertake the Secretarial Audit of the Company for the Financial Year 2022-23 along with the Secretarial Audit of Material Subsidiary i.e. Sarju Impex Ltd. & Confidence Enterprises Private Limited. The Secretarial Audit Reports are annexed herewith.

Secretarial Auditor''s Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of CFEL has appointed Yugandhara Kothalkar, Practising Company Secretaries, to conduct the Secretarial Audit of CFEL for the Financial Year 2022-23. Ee Report of Secretarial Auditor on Company’s Secretarial Audit for the Financial Year 2022 - 23 is enclosed herewith as Annexure to this Report.

Observation raised by secretarial Auditor :

1. Pursuant to Regulation 13 ofSEBI (LODR) Regulation, 2015, the company has made delay in redressal of Investor Complaint in respect of Non-receipt of Equity shares.

Reply on Observations raised: The said complaint has been withdrawn by the complainant and company has paid the fine as imposed by BSE. Now the company is in process to waive off the fine as the compliant has been withdrawn by compliant.

Secretarial Audit of Material Unlisted Indian Subsidiary

For the Financial Year 2022 - 23, Sarju Impex Ltd- Subsidiary (Holding stake 75%) & Confidence Enterprises Private Limited- Wholly Owned Subsidiary (Holding stake 100%) are the Material Unlisted Subsidiaries of CFEL. As per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit of the Material Subsidiary mentioned above has been conducted for the Financial Year 2022-23 by Practicing Company Secretaries. The Secretarial Audit Report of Sarju Impex Ltd- Subsidiary & Confidence Enterprises Private Limited- for the Financial Year ended 31^st March, 2023 is enclosed herewith as Annexure -to this Report.

Pursuant to the Secretarial audit of Sarju Impex Limited, the auditor has raised following observation: 1. The Company has made delay in filling few E-forms with MCA during the year under review.

Reply on Observations raised: The company has filed requisite E-form with Ministry of Corporate Affairs. The delay was occurred due to delay in receipt of the documents and technical issue.

Pursuant to the Secretarial audit of Confidence Enterprises Private Limited, the report are self explanatory and does not required for comment.

D. INTERNAL AUDITORS

The provision of section 138 of the Companies Act, 2013 has mandated the appointment of Internal Auditor in the Company. Accordingly, the Company is having in-house Internal Auditor team in accordance with the size of business.

27. REPORTING OF FRAUDS BY AUDITORS

The Auditors in their report for the year have not reported any instance of fraud committed by the officers/employees of the Company.

28. ANNUAL RETURN

The Extracts of Annual Return of the Company as on 31st March, 2023 is available on the website of the Company at www.cfel.co.in.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

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

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption, are not applicable to the Company. However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. During the year under review, the Company had no earnings and expenditure in foreign exchange.

31. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 the Directors of your Company confirm that:

a) In the preparation of the Annual Accounts for the financial year ended 31^st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The Directors 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.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act or safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts for the financial year ended 31st March, 2023, on a “going concern basis”.

e) The Board of Directors has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) The Board of Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Pursuant to provision of Section 2(87) of the Companies Act, 2013, The Company is a subsidiary of Confidence Petroleum India Limited.

Further, Your Company has following three Subsidiary companies within the meaning of the Section 2(87) of the Companies Act, 2013:

1. Sarju Impex Ltd- Subsidiary (Holding stake 75%)

2. Confidence Enterprises Private Limited- Wholly Owned Subsidiary (Holding stake 100%)

3. Confidence Green Fuel Private Limited- Wholly Owned Subsidiary (Holding stake 100%)

Moreover, M/s Maruti Koatsu Cylinders Limited is an associate of the company and the company holds 49% stake in M/s Maruti Koatsu Cylinders Limited.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company’s subsidiary and associates in Form AOC-1 is forming part of the report

33. CORPORATE GOVERNANCE

In terms of Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance along with a certificate from the auditor’s confirming compliance is annexed and forms part of the Annual Report and Board Report. The management of Company believes that it will further enhance the level of Corporate Governance in the Company.

The Corporate Governance Report annexed with this report.

34. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provisions of Section 135 of the Companies Act, 2013 read with the rules made there under, the criteria for complying with the CSR activity does not applicable to the Company throughout the year.

35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules made there under, the Company has not received any complaint of sexual harassment during the year under review.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There has been no significant and material order passed by any regulator, courts or tribunals impacting the going concern status and operations of the Company in future.

37. DISCLOSURE OF FRAUDS IN THE BOARD''S REPORT U/S 143 OF THE COMPANIES ACT, 2013

During the year under review, your Directors do not observe any transactions which could result in a fraud. Your Directors hereby declare that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2022-2023.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report has been appended separately, which forms part of this report and the Annual Report.

39. APPRECIATIONS AND ACKNOWLEDGEMENTS

The Board of Directors would like to express its appreciation for the sincere, dedicated and untiring efforts of the employees of the Company, the contract labourers, and employees of business channel partners. The Board is also thankful to all its stakeholders, including bankers, investors, members,

customers, consultants, technology licensors, contractors, vendors, etc., for their continued support and confidence reposed in the Company.

40. GENERAL

Confidence Futuristic Energetech Limited (Formerly known as GLOBE INDUSTRIAL RESOURCES LIMITED) was incorporated on 26^th June, 1985 and name of the company was changed on 26th October, 2017. Equity Shares of the Company are listed on BSE Limited having script code 539991.