Confidence Futuristic Energetech Ltd

To,

The Members,

Confidence Futuristic Energetech Limited

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)

2. PERFORMANCE HIGHLIGHTS (STANDALONE & CONSOLIDATED)

On a Standalone basis, the Operating Revenue stood at Rs. 505.93 Lakhs in FY 2023-24 compared to Rs. 426.12 Lakhs in previous year i.e. FY 2022-23. The profit after Tax in FY 2023-24 was at Rs. 256.09 lakhs as compared to a Profit of Rs. 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 Rs. 17590.31 Lakhs in FY 2023-24 compared to Rs. 12202.21 Lakhs in previous year i.e. FY 2022-23. The profit after tax in FY 2023-24 was at Rs. 1001.98 Lakhs as compared to a Profit of Rs. 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 Rs. 125100000/- divided into 2,50,20,000 equity shares of the face value of Rs. 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:

# 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 < 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.