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Captain Polyplast Ltd			Industry : Plastics Products


BSE Code:	536974	NSE Symbol:	Not Listed	P/E(TTM):	25.51

ISIN Demat:	INE536P01021	Div & Yield %:	0	EPS(TTM):	3.1

Book Value(Rs):	26.5559438	Market Cap ( Cr.):	473.98	Face Value(Rs):	2

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Dear Member,

Your Directors have pleasure in presenting the 28^th Annual Report along with the audited statements of accounts of your Company for the financial year ended 31st March, 2025.

1. FINANCIAL RESULTS:

The audited financial statements of the Company as on March 31, 2025 are prepared in accordance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act").

The Financial highlight is depicted below:

(Rs. In Lakhs)

Particulars	CONSOLIDATED		STANDALONE
	Year Ended on 31.03.2025	Year Ended on 31.03.2024	Year Ended on 31.03.2025	Year Ended on 31.03.2024
Revenue from operations	28684.34	29432.10	28684.34	29432.10
Other Income	292.65	338.15	292.65	338.15
Total Revenue	28976.99	29770.25	28976.99	29,770.25
Operating and Administrative expenses	25465.81	26254.44	25465.81	26254.44
Operating Profit before finance costs, Depreciation and Tax	3511.18	3515.81	3511.18	3515.81
Less: Depreciation and Amortization expenses	250.48	240.65	250.48	240.65
Profit before finance costs, exceptional items, tax and Deff tax adjustable in/(recoverable from) future tariff	3260.70	3275.16	3260.70	3275.16
Less: Finance Costs	991.19	1094.47	991.19	1094.47
Less: Exceptional Item	1560.81	0	-1560.81	0
Profit Before Tax (PBT)	3830.32	2180.69	3830.32	2180.69
Provision for Tax (Including Deferred Tax)	792.38	520.28	792.38	520.28
Profit after Tax	3037.94	1660.410	3037.94	1660.41
Share of p& l of associates	94.34	117.83	00	00
Other Comprehensive Income	1.88	-37.84	2.54	-36.87
Total Comprehensive Income for the year	3134.16	1740.40	3040.48	1623.54
Profit available for appropriation	3134.16	1740.40	3040.48	1623.54

2. PERFORMANCE HIGHLIGHTS:

A. REVENUE

During the year under review company has total revenue of Rs. 28976.99 lakhs as against the previous year turnover of Rs.29770.25 lakhs which shows very small decrease of 2.67% in comparison with the previous year.

B. OPERATING AND ADMINISTRATIVE EXPENSES

The operating Expenses of Rs.25465.81 Lakhs during FY 2024-25, as compared to previous financial year 2023-24 incurred of Rs.26254.44 Lakhs.

C. DEPRECIATION AND AMORTISATION EXPENSES

The depreciation Expenses of Rs. 250.48 Lakhs during FY 2024-25, as compared to previous financial year 2023-24 incurred of Rs. 240.65 Lacs showing increase as compared to previous year.

D. FINANCE COST

The finance cost of Rs. 991.19 Lakhs during FY 2024-25, as compared to previous financial year 2023-24 incurred of Rs. 1094.47 lakhs.

E. TOTAL EBITDA AND PAT FOR THE YEAR

EBITDA increased by 0.04 % as compared to previous year The consolidated net profit after tax of the company remains stable as compared to previous year.

F. TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit for F.Y. 2024-25 in the Statement of Profit & Loss as at March 31, 2025.

3. SHARE CAPITAL

- The authorised share capital of the company is Rs. 25,00,00,000.00 (Rupees Twenty Five Crores) divided into 12,50,00,000 (Twelve Crore Fifty Lakhs) Equity Shares of Rs. 2/- each and the Paid-up Equity Share Capital of the Company as on March 31, 2025 was ^11,50,97,580 comprising of 57548790 equity shares of ^2 each as on end of financial year 2024-25.

- During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. The Company has paid Listing Fees for the financial year 2024-25, to Bombay Stock Exchange, where its equity shares are listed.

- Further company has allotted 50,00,000 warrant convertible into equity by approval of members in EGM held on 26.05.2023, Out of these warrants 25,00,000 warrant has been converted into equity shares on 3^rd April 2024 , which leads to increase in paid up share capital of company.

- The authorised share capital of the company has been increased from existing Rs13,00,00,000.00 (Rupees thirteen Crores) divided into 6,50,00,000 (Six Crore Fifty Lakhs) Equity Shares of Rs. 2/- each to Rs.25,00,00,000 (Rupees Twenty Five Crores) divided into 12,50,00,000 (Twelve Crore Fifty Lakhs) Equity Shares of Rs. 2/- each by approval of members in EGM held on 01.01.2025.

- Further company has allotted 48,00,000 warrant convertible into equity to promoter and non promoter group of company by approval of members in EGM held on 01.01.2025 , Out of these warrants 21,70,000 warrant has been converted into equity shares on 13.03.2025 , which leads to increase in paid up share capital of company.

4. DIVIDENDS:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the Company's dividend track, has decided that it would be prudent, not to recommend any Dividend for the year under review.

5. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company. Further board of directors in its meeting held on 03.05.2025 has allotted 21,30,000 equity shares upon conversion of warrants.

6. FIXED DEPOSITS:

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013, read with rules made there under.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. BOARD COMPOSITION

- Mr. Ramesh D. Khichadia (Managing Director),

- Mr. Ritesh R.Khichadia (Whole Time Director),

- Mr. Kaushik Mori (Chief Financial Officer) and

- Mrs. Khyati S. Mehta (company Secretary) are the Whole-time Key Managerial Personnel of the Company.

- Mr. Gopal D. Khichadia (Non Executive Director),

- Mr. Laljibhai G.Vekariya (Independent Director)

- Mrs. Anjana P. Paghadar (Independent Director)

- Mr. Prabhulal N. Rabadia (Independent Director)

B. DIRECTOR RETIRING BY ROTATION

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. RAMESHBHAI D. KHICHADIA (DIN: 00087859), retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board recommends the re-appointment of Mr. RAMESHBHAI D. KHICHADIA (DIN: 00087859), for your approval. Brief details of the Director, who is proposed to be re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of Annual General Meeting.

C. INDEPENDENT DIRECTORS AND THEIR MEETING:

Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) &25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Director during the year. Also, your Company has received annual declarations from all the Independent Directors of the Company confirming that they have already registered their names with the data bank maintained by the Indian Institute of Corporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairs under the relevant rules and that the online proficiency self-assessment test as prescribed under the said relevant rules is applicable to them and they will attempt the said test in due course of time (if applicable) .

Familiarization / Orientation program for Independent Directors:

The Independent Directors attend a Familiarization /Orientation Program on being inducted into the Board.Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance. The details of Familiarization Program are provided in the Corporate Governance Report and is also available on the Company's Website.https://captainpolvplast.com/imaees/userFiles/contents/pdf/Policv/familiarization-proeramme-for-independent-directors- Captain-Polyplast-Ltd.pdf

8. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the followings:-

A. that in the preparation of the annual financial statement, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

B. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

C. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D. That the annual financial statement have been prepared on a going concern basis;

E. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

F. That proper system to ensure compliance with the provisions of all applicable laws including the compliance of applicable Secretarial Standards were in place and were adequate and operating effectively.

9. BOARD EVALUATION:

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and t he Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

10. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND THEIR ADEQUACY:

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Company's internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) is adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

11. RELATED PARTY TRANSACTIONS:

All Related Party Transactions, those were entered into during the Financial Year under review, were on an arm's length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for these transactions cannot be foreseen in advance.

None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the Act. Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - B in Form AOC - 2 and forms part of this Report. The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board is available at the web link:

https://captainpolvplast.com/imaees/userFiles/contents/pdf/Policv/policv-for-related-partv-transaction-Captain-Polyplast- Ltd.pdf

12. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of the Companies Act, 2013 ("the Act") and Ind AS 110 - Consolidated Financial Statement read with Ind AS - 28 Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.

13. AUDITORS & AUDITORS' REPORT:

A. AUDITORS DETAILS

M/S J C Ranpura & Co, Chartered Accountants, Rajkot has been appointed as a Statutory Auditors of the Company to fill casual vacancy for F.Y. 2022-23 by board of directors in board meeting dated 13.08.2022 and has been reappointed for five years term for F.Y. 2022-23 to 2026-27 with the approval of the members in AGM held on 30.09.2022.

B. AUDITORS' REPORT

In the opinion of the directors, the notes to the accounts in auditor's report are self-explanatory and adequately explained the matters, which are dealt with by the auditors.

C. COST AUDIT REPORT

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is applicable to our Company for the financial year 2024-25 hence; such audit has been carried out during the year.

D. INTERNAL AUDITOR

Mr. Parin H. Patel, Chartered accountants (M.NO.: 119023), who are the Internal Auditors have carried out internal audit for the financial year 2024-25. Their reports were reviewed by the Audit Committee. Further company has appointed Parin H. Patel - Chartered accountants (M.NO.: 119023) as internal auditor of the company for f.y. 2025-26 .

E. SECRETARIAL AUDIT REPORT

A qualified Practicing Company Secretary carries out secretarial audit and provides a report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines, Listing Agreement, Standards etc. as stipulated by the provisions of Section 204 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Secretarial Audit Report forms part of this report as ANNEXURE A. The findings of the audit have been satisfactory.

F. ANNUAL SECRETARIAL COMPLIANCE REPORT

Annual Secretarial Compliance Report under regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 ("SEBI LODR") read with SEBI Circular dated February 08, 2019 number CIR/CFD/CMDI/27/2019, is availed from a qualified Practicing Company Secretary and also uploaded on company website at weblink:

https://captainpolvplast.com/imaees/userFiles/contents/pdf/Other-Certificate/annual-secretarial-compliance-report-for- 2024-25-Captain-Polyplast-Ltd.pdf and also submitted to BSE Ltd. where the equity shares of company are listed.

14. CORPORATE GOVERNANCE:

Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. However, as a good Corporate Governance Practice the Company has generally complied with the Corporate Governance requirements and a report on Corporate Governance is annexed as forms part of this Report as ANNEXURE D.

15. MANAGEMENT DISCUSSION AND ANALYSIS:

As required under SEBI (LODR) Regulations 2015 a detailed report on the Management discussion and Analysis is provided as a separate section in the Annual Report as ANNEXURE C.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Annual Report on Corporate Social Responsibility activities is annexed herewith as ANNEXURE H. Information on the composition of the Corporate Social Responsibility (CSR) Committee is provided in the Report on Corporate Governance that forms part of this Annual Report.

17. DISCLOSURES:

A. NUMBER OF BOARD MEETING

The Board of Directors met 15 (Fifteen) times during the year 2024-25 on 03-04-2024, 25-05-2024, 02-07-2024, 30-07-2024, 1408-2024, 23-08-2024, 04-09-2024, 26-10-2024, 13-11-2024, 06-12-2024, 27-12-2024, 15-01-2025, 31-01-2025, 03-02-2025, 1303-2025.

The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

B. COMMITTEES OF BOARD:

Details of various committees constituted by the Board of Directors, as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, are given in the Corporate Governance Report and forms part of this report.

C. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-7 are uploaded on website of company at https://captainpolyplast.com/annual-returns.html under investor section.

D. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and Directors to report concerns about unethical behaviour. No person has been denied access to the Chairman of the Audit Committee. The Vigil Mechanism Policy has been uploaded on the website of the Company.

E. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

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

Company's plants are running with electricity which are supplied by the Paschim Gujarat Vij Company Limited. The plants are periodically checked as a measure of periodical maintenance to minimal break down and energy conservation. The Company has installed the Wind Turbine and generating electricity for which Company has obtained credit against its electricity consumption at its factory. The information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption, Foreign Exchange Inflow and Outflow are given in ANNEXURE G to this report .

G. PARTICULARS OF EMPLOYEES PERSONNEL

None of the employees is in receipt of remuneration in excess of the limit laid down under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as ANNEXURE F and forms part of this Report.

H. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the year 2024-25

I. INSURANCE

All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.

J. LISTING AND DEMATERIALIZATION

The equity shares of the Company are listed on Bombay Stock Exchange Ltd (BSE). All the shares of company are in dematerialize form.

K. CERTIFICATION OF STATUS OF DIRECTOR'S QUALIFICATIONS

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS annexed to this report as ANNEXURE I.

L. UNCLAIMED DIVIDEND

In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Details regarding unclaimed dividend is provided separately in report.

M. WTD/CFO CERTIFICATION

Certification of WTD/CFO Annexed as ANNEXURE E and forms part of this Report

18. Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

19. Significant and Material Orders passed by the Regulators or Courts

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's Operations in future.

20. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Department of Government of India and other State Governments, financial institutions, banks, shareholders of the Company etc. The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services. Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Share Transfer Agents, Auditor, Customers, Suppliers and Regulatory Authorities. The Board values and appreciates the valuable committed services of the employees towards performance of your Company, without which it would not have been possible to achieve all round progress and growth. Your Directors are thankful to the shareholders for their continued patronage.

REGISTERED OFFICE:	FOR AND ON BEHALF OF THE BOARD
UL25 ROYAL COMPLEX, BHUTKHANA CHOWK,	SD/-	SD/-
DHEBAR ROAD, RAJKOT	MANAGING DIRECTOR	WHOLE TIME DIRECTOR
DATE : 10.05.2025	RAMESH D. KHICHADIA	RITESH R.KHICHADIA
PLACE : RAJKOT	DIN:00087859	DIN:07617630