Captain Pipes Ltd Directors Report

Dear Member,

Your Directors have pleasure in presenting the 16th 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 Regula ti on 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)

Par ti culars	Year Ended on 31.03.2025	Year Ended on 31.03.2024
Revenue from opera ti ons	7674.92	7634.77
Other Income	25.81	11.78
Total Revenue	7700.73	7646.55
Opera ti ng and Administra five expenses	6871.70	6866.39
Opera ti ng Pro t before finance costs, Deprecia ti on and Tax	829.03	780.16
Less: Deprecia ti on and Amor ti za ti on expenses	91.39	104.79
Pro t before finance costs, excep ti onal items, tax and De tax
	737.64	675.37
adjustable in/(recoverable from) future tari
Less: Finance Costs	144.58	125.22
Less: Excep ti onal Item	0	0
Add: Extra Ordinary Items	0	0
Pro t Before Tax (PBT)	593.06	550.15
Provision for Tax (Including Deferred Tax)	152.03	151.93
Pro t a er Tax	441.03	398.22
Other Comprehensive Income	-0.85	-3.27

2. PERFORMANCE HIGHLIGHTS

A. During the year under review company has total revenue of Rs.7674.92 lakhs as against the previous year turnover of Rs. 7634.77 lakhs which shows increase of 0.5% in comparison with the previous year. Pro t before tax increased by 7.8% as compared to previous year. The net profit a er tax of the company is also increased by 10.8% as compared to previous year.

B. OPERATING AND ADMINISTRATIVE EXPENSES

The opera ti ng Expenses of Rs. 6871.70 Lakhs during FY 2024-25, as compared to previous financial year 2023-24 incurred of

Rs.6866.39 Lakhs.

C. DEPRECIATION AND AMORTISATION EXPENSES

The deprecia ti on Expenses of Rs.91.39 Lakhs during FY 2024-25, as compared to previous financial year 2023-24 incurred of

Rs. 104.79 lakhs.

D. FINANCE COST

The finance cost of Rs.144.58 Lakhs during FY 2024-25, as compared to previous financial year incurred of Rs. 125.22 Lakhs

which shows increase as compared to previous year.

E. TOTAL PROFIT AFTER TAX FOR THE YEAR

Pro t A er Tax (PAT) experienced a increase by 10.80% from Rs. 398.22 Lakhs in FY24 to Rs. 441.03 Lakhs in FY25,

underscoring our sustained commitment to opera ti onal excellence and fiscal prudence.

F. TRANSFER TO RESERVES

The Board of Directors have decided to retain the en fire amount of profit for financial year 2024-25 in the Statement of

Pro t & Loss as at March 31, 2025.

During the year under review, your Company has neither issued any shares with differ en ti al vo}ng rights nor has granted any stock

op ti ons or sweat equity.

- There was increase in authorised capital upto Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 20,00,00,000 (Twenty Crores) Equity Shares of Re. 1/- (Rupee One Only) from exis ti ng Rs.16,00,00,000/- (Rupees Sixteen Crore only), divided into 16,00,00,000 (Sixteen Crore) Equity Shares of Re. 1/- (Rupee One) each and consequen ti al amendment to the capital clause of Memorandum of Associa ti on of Company via shareholder ordinary resolu}on passed in EGM dated 20.07.2024

- In accordance with the provisions of ICDR Regula ti ons, the Board of Directors of the Company in its mee ti ng held on December, 31 2024, and EGM dated 23rd January, 2025 has considered and approved issuance on preferen ti al basis 1,25,00,000 equity shares to non-promoters of company. Out of that

- During the period under review company has allo ti ed 59,38,000 number of equity shares on preferen ti al basis , pursuant to BSE in principle approval dated 29.01.2025 to the person(s) belonging to non Promoter Group a er receipt of Rs. 16.50/- per equity shares.

3. DIVIDENDS:

The Board of Directors of your company, a er considering holis ti cally the relevant circumstances and keeping in view the

Company s performance , has decided not to recommend any Dividend for the year under review.

4. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments a ec ti ng the financial posi ti on of the Company between the end of financial

year of the company and the date of this report.

5. FIXED DEPOSITS:

During the year under review, your Company has not accepted any fixed deposits within the meaning of Sec ti on 73 of the

Companies Act, 2013, read with rules made there under.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. BOARD COMPOSITION

- Mr. Gopal D. Khichadia (Managing Director), - Mr. Kan ti lal M. Gedia (Whole Time Director), - Mr. Jaydeep Pansuriya (Chief Financial Officer ) and - Ms. Hiral Gudhka (Company Secretary) are the Whole- ti me Key Managerial Personnel of the Company.

B. DIRECTOR RETIRING BY ROTATION

Pursuant to the requirements of the Companies Act, 2013 and Ar ti cles of Associa ti on of the Company, Mr. Kan ti lal M. Gedia (DIN: 00127949), re fire s by rota ti on at the ensuing Annual General Mee ti ng and being eligible offer s himself for reappointment. The Board recommends the re-appointment of Mr. Kan ti lal M. Gedia (DIN: 00127949) for your approval. Brief details of the Director, who is proposed to be re-appointed, as required under Regula ti on 36 of the SEBI Lis ti ng Regula ti ons, are provided in the N office of Annual General Mee ti ng.

C. INDEPENDENT DIRECTORS AND THEIR MEETING:

Your Company has received annual declara ti ons from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Sec ti on 149(6) of the Companies Act, 2013 and Regula ti ons 16(1)(b) & 25 of the SEBI (Lis ti ng Obliga ti ons and Disclosure Requirements) Regula ti ons, 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 declara ti ons from all the Independent Directors of the Company confirming that they have already registered their names with the data bank maintained by the Indian Ins fit ute of Corporate A airs [ " IICA " ] as prescribed by the Ministry of Corporate A airs under the relevant rules and that the online pro ciency self-assessment test as prescribed under the said relevant rules is applicable to them and they will a ti empt the said test in due course of ti me (if applicable).

Familiariza ti on / Orienta ti on program for Independent Directors:

The Independent Directors a ti end a Familiariza ti on / Orienta ti on Program being inducted for 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 ma ti ers of importance. The details of Familiariza ti on Program are provided in the Corporate Governance Report.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-secron (3) and subsec ti on (5) of Sec ti on 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 prepara ti on of the annual financial statement, the applicable accoun ti ng standards have been followed along

with proper explana ti on rela ti ng to material departures, if any;

B. that such accoun ti ng policies have been selected and applied consistently and judgment and es ti mates have been made that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company as at March 31, 2025 and of the loss of the Company for the year ended on that date;

C. that proper and sufficient care has been taken for the maintenance of adequate accoun ti ng records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preven ti ng and detec ti ng fraud and other irregularioes;

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 opera ti ng

e ec five ly;

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 opera ti ng e ec five ly.

8. BOARD EVALUATION:

The Board carried out an annual performance evalua ti on of its own performance and that of its commi ti ees and individual directors as per the formal mechanism for such evalua ti on adopted by the Board. The performance evalua ti on of all the Directors was carried out by the Nomina ti on and Remunera ti on Commiuee.

The performance evalua ti on of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evalua ti on was carried out through a structured evalua ti on process covering various aspects of the Board func ti oning such as composi ti on of the Board & commi ti ees, experience & competencies, performance of specific du ti es & obliga ti ons, contribu]on at the mee ti ngs and otherwise, independent judgment, governance issues etc.

9. 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 opera ti onal informa ti on, complying with applicable statutes and policies, safeguarding of assets, preven ti on and detec ti on of frauds, accuracy and completeness of accoun ti ng records. The Internal Audit Reports were reviewed periodically by Audit Commiuee as well as by the Board. Further, the Board annually reviews the e ec five ness of the Companys internal control system. The Directors and Management con rm that the Internal Financial Controls (IFC) is adequate with respect to the opera ti ons of the Company. A report of Auditors pursuant to Sec ti on 143(3) (i) of the Companies Act, 2013 cer ti fying the adequacy of Internal Financial Controls is annexed with the Auditors report.

10. RELATED PARTY TRANSACTIONS:

During Financial Year 2024-25, all contracts/arrangements/transac ons entered into by the Company with related par ti es under Sec ti on 188(1) of the Act were in the ordinary course of business and on an arm s length basis. The Company has entered into material contracts or arrangements or transac ons with related par ti es in accordance with Sec ti on 188 of the Act read with the Companies (Mee ti ngs of Board and its Powers) Rules, 2014.

There was materially significant Related Party Transac ons made by the Company during the year which was as per

shareholders approval under the Lis ti ng Regula ti ons.

The Related Party Transac ons are placed before the Audit Commiuee for prior approval, as required under the Act and Lis ti ng regula ti ons. A statement of all Related Party Transac ons is placed before the Audit Commiuee for its review, specifying the nature and value of the transac ons.

Par ti culars of contracts or arrangements with related par ti es referred to in Sec ti on 188(1) of the Act and in compliance with

the Lis ti ng Regula ti ons, is enclosed to this report as ANNEXURE B.

11. 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.

12. 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 for F.Y. 2022-23 by board of directors in board mee ti ng dated 13.08.2022 and has been appointed for ve years term for F.Y. 2022-23 to 2026-27 with the approval of the members in AGM held on 30.09.2022 i.e.to hold office from the conclusion of this 13th Annual General Mee ti ng (AGM) un ti l the conclusion of the 18TH Annual General Mee ti ng of the Company. M/S J C Ranpura & Co, Chartered Accountants, Rajkot have con rmed that they are not disqualified from con ti nuing as Statutory Auditors of the Company for financial year 2025-26.

B. AUDITORS REPORT

In the opinion of the directors, the notes to the accounts in auditors report are self-explanatory and adequately

explained the ma ti ers, which are dealt with by the auditors.

C. COST AUDIT REPORT

Pursuant to Sec ti on 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not mandatorily applicable to our Company for the financial year 2024-25 hence; no such audit has been carried out during the year.

D. Internal Auditor

Mr. Parin H. Patel chartered accountant, Rajkot, who are the Internal Auditors have carried out internal audit for the

financial year 2024-25. Their reports were reviewed by the Audit Commiuee.

E. SECRETARIAL AUDIT REPORT

A qualified Prac ti cing Company Secretary carries out secretarial audit and provides a report on the compliance of the applicable Acts, Laws, Rules, Regula ti ons, Guidelines, Lis ti ng Agreement, Standards etc. as s ti pulated by the provisions of Sec ti on 204 of the Companies Act 2013, read with the Companies (Appointment and Remunera ti on of Managerial Personnel) Rules 2014. The Secretarial Audit Report forms part of this report as ANNEXURE - A. The findings of the audit have been sa ti sfactory.

F. Annual Secretarial Compliance Report

Annual Secretarial Compliance Report under regula ti on 24A of SEBI (Lis ti ng Obliga ti on and Disclosure Requirement) Regula ti on, 2015 ( " SEBI LODR " ) read with SEBI Circular dated February 08, 2019 number CIR/CFD/CMDI/27/2019, is availed from a qualified Prac ti cing Company Secretary and also uploaded on company website at weblink: h ti ps://captainpipes.com/other-cer ti cate.html and also submi ti ed to BSE Ltd. Where the equity shares of company are listed.

13. CORPORATE GOVERNANCE:

Your Company has been complying with the principles of good Corporate Governance over the years and is commi ti ed to the highest standards of compliance. Pursuant to the Lis ti ng Agreement read with Regula ti on 15(2) of the SEBI (LODR) Regula ti ons 2015, the compliance with the corporate governance provisions as specified in regula ti ons 17 to 27 and clauses (b) to (i) of Regula ti on 46 (2) and para C , D and E of Schedule V , 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 required under SEBI (LODR) Regula ti ons 2015 the Management Discussion and Analysis Report is annexed as part of this Report as

ANNEXURE D.

14. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on the Management discussion and Analysis is provided as a separate sec ti on in the Annual Report AS

ANNEXURE C.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Company has generally taken corporate social responsibility iniva five s. However, for the financial of F.Y. 2024-25 the company has implemented corporate social responsibility ac ti vi es pursuant to the provisions of Sec ti on 135 and Schedule VII of the Companies Act, 2013. Details of CSR expenditure are men ti oned in ANNEXURE J.

DISCLOSURES:

A. NUMBER OF BOARD MEETING

The Board of Directors met 11 (ELEVEN) ti mes during the year under review. The details of Board mee ti ngs and the

a ti endance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

B. COMMITTEES OF BOARD:

Details of various commi ti ees cons fit uted by the Board of Directors, as per the provisions of the SEBI (Lis ti ng Obliga ti ons and Disclosure Requirements) Regula ti ons, 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 the website of the company

at www.captainpipes.com under investor sec ti on.

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 Commi ti ee. The whistle blower Policy of Company is available at its website at h ti ps://captainpipes.com/images/userFiles/contents/pdf/Policy/whistle-blower-policy-Captain-Pipes-Ltd.pdf .

E. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Par ti culars of loans, guarantees or investments under Sec ti on 186 of the Companies Act, 2013 are given in the notes to

the Financial Statement.

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

GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the

going concern status and the Company s future opera ti ons.

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

i. CONSERVATION OF ENERGY

As required by Rule 8 to Companies (Account Rules, 2014),

?€  Company ensures that the manufacturing is conducted in the manner whereby op ti mum u µ liza ti on and maximum possible savings of energy is achieved.

?€  No specific investments have been made for reduc ti on in energy consump ti on. ii. TECHNOLOGY ABSORPTION

Companys products are manufactured by using in house/domes ti c know how and no outside Technology is being used for manufacturing ac ti vi es. Therefore no technology absorp ti on is required. Further, the company has not incurred any expenses towards Research & Development.

iii. FOREIGN EXCHANGE EARNINGS AND OUTGO

Company has earned Rs. 1038.50 Lakhs as a earning in foreign exchange (Export sales).

H. PARTICULARS OF EMPLOYEES PERSONNEL

None of the employees is in receipt of remunera ti on in excess of the limit laid down under Rule 5 (2) of the Companies (Appointment and Remunera ti on of Managerial Personnel) Rules, 2014. The informa ti on required pursuant to Sec ti on 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remunera ti on of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as ANNEXURE-G and forms part of this Report.

I. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place an An ti -Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the work place (Preven ti on, Prohibi]on 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 2024-2025.

J. INSURANCE

All the proper ti es 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.

K. LISTING AND DEMATERIALIZATION

The equity shares of the Company are listed on the main board of Bombay Stock Exchange Ltd (BSE). All the shares of

company are in dematerialize form.

L. CERTIFICATION OF STATUS OF DIRECTORS QUALIFICATIONS

Pursuant to Regula ti on 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Lis ti ng Obliga ti ons and Disclosure

Requirements) Regula ti ons, 2015 CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS annexed to this report as

ANNEXURE H.

M. UNCLAIMED DIVIDEND

No unclaimed dividend is there in the accounts of the company because company has fill date not declared any

dividend.

N. WTD/CFO CERTIFICATION

Cer ti ca ti on of WTD/CFO Annexed as ANNEXURE F and forms part of this Report.

16. Repor ti ng of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit

Commiuee and / or to the Board as required under Sec ti on 143(12) of the Act and the rules made thereunder.

17. ACKNOWLEDGEMENT:

Your Directors place on record their apprecia ti on for assistance and co-opera ti on received from various Ministries and Department of Government of India and other State Governments, financial ins fit u ons, banks, shareholders of the Company etc. The management would also like to express great apprecia ti on for the commitment and contribu]on of its employees for their commi ti ed services. Your Directors wish to place on record their sincere apprecia ti on for the dedicated efforts and consistent contribu]on made by the employees at all levels, to ensure that the Company con ti nues to grow and excel.

Your Directors wish to take this opportunity to place on record their gra fit ude and sincere apprecia ti on for the ti mely and valuable assistance and support received from Bankers, Share Transfer Agents, Auditor, Customers, Suppliers and Regulatory AuthoriZes. The Board values and appreciates the valuable commi ti ed 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 con ti nued patronage.