To

The Members,

Chandra Prabhu International Limited

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

FINANCIAL RESULTS

(Rs. in Lakhs)

DIVIDEND

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

Annual Report 2025-26 16

CHANDRA PRABHU

INTERNATIONAL LTD.

TRANSFER TO RESERVE

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

(Rs. in Lakhs)

COMPANY'S PERFORMANCE

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

HUMAN RESOURCE DEVELOPMENT

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

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

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

COMPANY'S AFFAIRS

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

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

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

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

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

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

CHANGE IN THE NATURE OF THE BUSINESS

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

SUBSIDIARY AND ASSOCIATE COMPANIES

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls (IFCs) and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of IFCs over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee of Directors, the Board is of the opinion that the Company's IFCs were adequate and effective during FY 2025-26. Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

? in the preparation of the annual accounts, the applicable Indian Accounting Standards had been followed along with proper explanation relating to material departures;

? they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

? they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2025-26.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Directors

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

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

Change in Directors including Independent Director

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

During the year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, as applicable, received by them.

In the opinion of the Board, there has been no change in the circumstances which may affect the status of Independent Directors of the Company, and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

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

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

Key Managerial Personnel (KMP)

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

During the year under review, Ms. Komal, Company Secretary and Compliance Officer of the Company, resigned from office with effect from May 30, 2025, and Mr. Deepak Raj Singh was duly appointed as the Company Secretary and Compliance Officer of the Company with effect from June 2, 2025. Thereafter, Mr. Akash Jain, Chief Executive Officer, and Mr. Atul Jain, Chief Operating Officer, resigned from their respective positions with effect from July 7, 2025.

Further, the tenure of Mr. Gajraj Jain, Chairman-cum-Managing Director of the Company, was about to expire on April 16, 2026. Based on an evaluation of the balance of skills, knowledge, and experience on the Board, as well as the report of performance evaluation, the external business environment, and his business knowledge, skills, and experience, it was considered that the continued association of Mr. Gajraj Jain as Chairman-cum-Managing Director would be beneficial to the Company. Accordingly, based on the recommendation of the Nomination and Remuneration Committee, the Board, vide resolution passed on August 8, 2025, re- appointed Mr. Gajraj Jain as Chairman-cum-Managing Director, and the approval was obtained at the last AGM of the Company held on September 10, 2025, by way of a Special Resolution, not liable to retire by rotation, for a further period of 3 years commencing from April 17, 2026, up to April 16, 2029.

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

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

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

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

The Board of Directors of your Company met 8 (eight) times during the financial year ended March 31, 2026, i.e., on May 29, 2025, July 10, 2025, August 08, 2025, September 17, 2025, September 29, 2025, November 07, 2025, January 30, 2026, and March 28, 2026, respectively. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, and Regulation 17(2) of the Listing Obligations and Disclosure Requirements of SEBI.

The details and attendance of meetings of the Board, its Committees and the Annual General Meeting are mentioned in the Corporate Governance Report, which forms part of this Report.

MEETING OF INDEPENDENT DIRECTORS

During the financial year 2025-26, the meeting of Independent Directors was held on January 30, 2026, to review the performance of Non-Independent Directors. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors, and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

BOARD EVALUATION

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

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

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

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

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

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

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

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

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Directors' Report.

The Board, on the recommendation of the Nomination and Remuneration Committee, approved the Remuneration Policy for Directors, KMP and Senior Management Employees, which is also available on the website of the Company at www.cpil.com .

RISK MANAGEMENT POLICY

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

The Company's risk management approach facilitates early identification and assessment of risks, enabling appropriate mitigation strategies to manage uncertainties, minimise potential threats, and capitalise on opportunities. These risks are broadly categorised into Strategic, Operational, Financial, and Legal/Regulatory risks.

Pursuant to Section 134(3)(n) of the Companies Act, 2013, and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a formal Risk Management Policy, duly approved by the Board of Directors. A structured risk management framework has been implemented to identify, evaluate, monitor, and control risks that may impact the Company's operations or threaten its long-term viability.

INTERNAL CONTROL SYSTEMS

The Company has established a robust internal control framework designed to align with the nature, size and complexity of its business operations. To maintain the independence and effectiveness of the internal audit function, the Internal Auditor reports functionally to the Chairman of the Audit Committee.

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

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

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

BOARD COMMITTEES

Detailed composition of the mandatory Board Committees, viz. the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee (CSR), is as under:

Audit Committee

The role, terms of reference, authority and powers of the Audit Committee are in conformity with Section 177 of the Companies Act, 2013, read with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee met periodically during the year and had discussions with the auditors on internal control systems and the internal audit report.

Nomination & Remuneration Committee

The role, terms of reference, authority and powers of the Nomination & Remuneration Committee are in conformity with Section 178 of the Companies Act, 2013, read with Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Stakeholders Relationship Committee

The role, terms of reference, authority and powers of the Stakeholders Relationship Committee are in conformity with Section 178 of the Companies Act, 2013, read with Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Corporate Social Responsibility Committee

The role, terms of reference, authority and powers of the Corporate Social Responsibility Committee are in conformity with Section 135 of the Companies Act, 2013.

The details regarding all the above Committees are given in the Corporate Governance Report, which forms part of this Report.

RELATED PARTY TRANSACTIONS

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

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

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

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

AUDITORS

Statutory and Branch Auditors

Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Act (including any statutory modification or re-enactment thereof for the time being in force) and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, and on the recommendation of the Audit Committee, the Board of Directors, at their meeting held on August 03, 2022, appointed M/s J P S & Co., Chartered Accountants (FRN: 004086N), as the Statutory Auditors of the Company, whose appointment was approved by the members at the 37th AGM for a term of five years, to hold office from the conclusion of the 37th AGM till the conclusion of the 42nd AGM in 2027.

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

Statutory Auditor's Report

The Audited Standalone Financial Statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act. The Notes to the financial statements referred to in the Auditors' Report are self-explanatory.

There are no qualifications, reservations, adverse remarks or disclaimers given by the Statutory Auditors of the Company, and therefore, they do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report is enclosed with the financial statements in this Annual Report.

Secretarial Auditors & their Report

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

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

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

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

Internal Auditor

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

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

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

There are no qualifications, reservations, adverse remarks or disclaimers made:

? by the Statutory Auditors in their report; and

? by the Secretarial Auditors in their report.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended March 31, 2026, have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Act, read with the Companies (Accounts) Rules, 2014, as amended from time to time. The estimates and judgments relating to the financial statements are made on a prudent basis so as to reflect, in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2026. The Notes to the Financial Statements form an integral part of this Report.

FINANCIAL RATIOS

The Key Financial Ratios, with detailed explanations, are disclosed in the Audited Financial Statements, which form part of this Report.

FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143, OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, no frauds were reported by the statutory auditors to the Audit Committee and/or the Board under sub- section (12) of Section 143 of the Companies Act, 2013.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS

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

FUTURE PROSPECTS

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

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

INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS

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

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

SHARE CAPITAL

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

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

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

E- VOTING

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

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

ANNUAL RETURN

Pursuant to Sections 92 and 134 of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company, which can be accessed through www.cpil.com .

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulating trading in securities by the Directors, designated persons and employees of the Company. The Code prohibits the purchase or sale of Company shares by Directors, designated persons and employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Code of Conduct to regulate, monitor and report insider trading is uploaded on the Company's website: www.cpil.com .

DISCLOSURE ABOUT THE RECEIPT OF COMMISSION

In terms of Section 197(14) of the Act and the rules made thereunder, during the year under review, no director received any commission from the Company, and thus the said provision is not applicable to the Company.

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

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

? Conservation of Energy

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

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

? Technology Absorption

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

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

? Foreign Exchange Earnings and Outgo

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013, READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There was no employee in receipt of remuneration within the limit prescribed under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, the statement/information required under Section 197 read with Rule 5 is not applicable.

Notes:

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

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

PUBLIC DEPOSITS

During the year under review, the Company did not receive any deposits from the public, and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet, under the purview of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, and Chapter V of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In terms of Section 134(3)(g) of the Act, towards inclusion of the details of particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, and rules made thereunder in this Report, the same are given in the notes to the Financial Statements.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124(5) of the Companies Act, 2013, unpaid dividend amounts of the Company that remain unpaid or unclaimed for a period of 7 (seven) years from the date of such transfer are transferred to the Investor Education and Protection Fund (IEPF) established under sub-section (1) of Section 125. Members are requested to ensure that they claim their dividends before they are transferred to the said Fund. Members who have not encashed their dividend warrants for any of the previous seven financial years are requested to make their claims to the office of the Registrar and Share Transfer Agents, i.e., M/s Alankit Assignment Ltd., 4E/2, Jhandewalan Extension, New Delhi - 110055. During the year under review, no amount was required to be transferred to the Investor Education and Protection Fund by the Company.

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

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

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

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

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

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

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

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

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF CREDIT RATING

During the year under review, the Company was not assigned any Credit Rating.

CORPORATE POLICIES

The Listing Regulations mandate the formulation of certain policies for all listed companies. The Corporate Governance Policies are available on the Company's website at www.cpil.com . The policies are reviewed periodically by the Board and updated as needed.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

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

CORPORATE GOVERNANCE

A separate report on Corporate Governance, containing General Shareholders' information, along with the Certificate from a Practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed as a part of this Report.

SIGNIFICANT MATERIAL ORDER PASSED BY REGULATORS OR COURT OR TRIBUNALS AGAINST THE COMPANY

During the year under review, there was no significant and material order passed by regulators or courts or tribunals against the Company impacting the going concern status and the Company's operations in the future.

INVESTOR RELATIONS

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

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

The Company's equity shares continue to be listed on the Bombay Stock Exchange (BSE), Mumbai, which has nationwide trading terminals. The Company has paid the Annual Listing Fees to BSE for the Financial Year 2025-2026. All applicable compliances with respect to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been duly made by the Company.

GREEN INITIATIVES

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

GENERAL

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

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

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

? Buy-back of shares.

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

? During the year under review, the Company remained compliant with the Maternity Benefit Act, 1961 and as amended from time to time, and has ensured all necessary measures are in place for eligible employees, despite no such cases arising during the period.

ACKNOWLEDGEMENT

On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our shareholders, customers, business partners, vendors, bankers, financial institutions and academic institutions for all the support rendered during the year.

The Directors are thankful to the Government of India, the various ministries of the State Governments, the Central and State Electricity Regulatory authorities, communities in the neighbourhood of our operations, and local authorities in areas where we are operational in India, as also partners, governments and stakeholders where the Company operates, for all the support rendered during the year.

Finally, we appreciate and value the contributions made by all our employees and their families for making the Company what it is. Your Company's employees are instrumental to the Company achieving its higher business goals. Your Directors place on record their deep admiration for the commitment and contribution of your Company's employees. Your support as shareholders is greatly valued. Your Directors thank you and look forward to your continued support.

CAUTIONARY STATEMENT

The Annual Report, including those which relate to the Directors' Report and the Management Discussion and Analysis Report, may contain certain statements on the Company's intent, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations, while actual outcomes may differ materially from what is expressed herein. The Company bears no obligation to update any such forward-looking statement. Some of the factors that could affect the Company's performance could be demand and supply, changes in Government regulations, tax laws, etc.