Kapil Cotex Ltd Directors Report

FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2025

To

The Members / Shareholders,

The Board of Directors hereby present the 42^nd Annual Report of KAPIL COTEX LIMITED (CIN: L17100MH1983PLC031114) together with the Audited Financial Statements for the financial year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS

(Amount in Lakhs)

PARTICULARS	2024-25	2023-24	2024-25	2023-24
	(Standalone)	(Standalone)	(Consolidated)	(Consolidated)
Revenue from business operation	Rs. 0.00	Rs. 0.00	Rs. 705.18	NA
Other Income	Rs. 18.12	Rs. 200.23	Rs. 38.27	NA
Total Income	Rs. 18.12	Rs. 200.23	Rs. 743.45	NA
Operating profit before depreciation, Finance Cost, Exceptional Item and Tax (EBITDA)	Rs. 7.62	Rs. 187.58	Rs. (187.15)	NA
Less: Depreciation & Amortization expenses	Rs. 0.02	Rs. 0.08	Rs. 54.20	NA
Less: Finance Cost	Rs. 0.00	Rs. 0.00	Rs. 1.20	NA
Profit before tax	Rs. 7.60	Rs. 187.50	Rs. (242.55)	NA
Less: Current Tax Expenses	Rs. 1.63	Rs. 33.94	Rs. 1.63	NA
Less: Deferred Tax Expenses	Rs. 0.00	Rs. 0.00	Rs. (7.29)	NA
Net Profit for the year	Rs. 5.97	Rs. 153.56	Rs. (236.89)	NA
Add: Other Comprehensive	Rs. (34.70)	Rs. (83.26)	Rs. (34.70)	NA
Total Comprehensive	Rs. (28.73)	Rs. 70.30	Rs. (271.59)	NA
Income
Paid up equity share capital	191.50	191.50	191.50	NA
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.)	Rs. 1.50	Rs. 3.67	Rs. (12.37)	NA

BUSINESS OVERVIEW:

The company is engaged in business of dyeing, bleaching, printing, combing, preparing, spinning, weaving, manufacturing, selling, buying, importing, exporting, and otherwise deals in yarn, linen, cloths and other goods and fabric made from raw cotton etc. However, from last more than three years the company was not generating any revenue from its core business operation and generating some revenue from non-core activity of Investment in quoted equity shares.

During the year the Company also acquired 72.52% equity shares of SKYBIOTECH LIFE SCIENCES PRIVATE LIMITED which is in the business of Manufacturing of pharmaceuticals products which is having huge market and products demand in India and abroad.

PERFORMANCE REVIEW

Standalone:

Total revenues for the year ended 31st March, 2025 is Rs. 18,12,000/-, as against Rs. 2,00,23,000/- in the previous year. The net profit/(Loss) of the Company for the year under review was placed is (Rs. 28,73,000/-) as against Profit of Rs. 70,30,000/- in the previous year.

Consolidated:

During the F.Y 2024-25 the Company and its Subsidiary Company Skybiotech Life Science Private Limited, consolidated revenue including other income stood at Rs. 705.18 Lakhs and net profit/(Loss) of the Company for the year under review was placed is (Rs. 2,36,89,000/-)

PERFORMANCE OF THE SUBSIDIARIES OF THE COMPANY

SKYBIOTECH LIFE SCIENCES PRIVATE LIMITED

During the financial year 2024-25, Skybiotech Life Science Private Limited has reported a total income of INR 705.18 Lakhs/- and incurred total expenditure of Rs. 975.47/- Lakhs thus the Company incurred total Loss of INR 242.86 Lakhs/-. During the year the Company operation was affected due to takeover process.

DIVIDEND

The Board of Directors of the company after holistically considering the financial position of the company and the future financial needs of the company have decided not to declare any dividend for the financial year ended March 31, 2025.

TRANSFER TO RESERVE:

The directors do not propose to transfer any amount to the General Reserve. The amounts of net profit are carried to reserve & surplus account of the Company.

CHANGE IN THE NATURE OF BUSINESS:

During the year, the Company has not changed its business or object and continue to be in the same line of business as per the main object of the Company.

SHARE CAPITAL:

The issued, subscribed and paid-up equity share capital of the Company as on 31^st March, 2025 was Rs. 191.50 Lakhs comprising of 1915000 equity shares of Rs. 10/- each.

MATERIAL CHANGES & COMMITEMENTS:

There have not been any material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company as on March 31, 2025.

BOARD OF DIRECTORS:

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"), Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015("Listing Regulations"), the Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five Committees across all the Public Companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company and none of the Director of the Company is holding position as Independent Director in more than 7 Listed Company.

None of the Directors of the Company is disqualified for appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

During the financial year under review there were changes in the constitution of the Board of Directors of the Company The strength of the Board of Directors on 31 March, 2025 as per MCA record was Five Directors as follows:

S.NO	DIN	Name of Director	Date of Appointment	Designation
1	01274428	POONAM PRAKASH RATHI	14/02/2005	Managing Director
2	01274080	YOGESH NANDLAL CHANDAK	14/02/2005	Director
3	02554166	RAKESH RAMSWAROOP SOMANI	04/09/2017	Independent Director
4	02632596	JAGDISH MANOHAR MANTRI	07/09/2017	Independent Director
5	01393087	PRAKASHCHANDRA RATHI	28/06/2003	Director
6	08466723	SANTOSH SHIVAJI PIMPARKAR	14/11/2024	Director

During the financial year under review, following changes have occurred in the constitution of the Board of Directors of the Company:

Appointments of Directors:

S.NO	DIN/PAN	Name of Director	Date of Appointment	Designation
1	08466723	Santosh Shivaji Pimparkar	14/11/2024	Director

MEETING OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the-Directors.

During the financial year under report the Board of Directors of the company have duly met for 08 times, in respect of which meetings, proper notices were given, and the proceedings were properly recorded and signed in the minutes book maintained for purpose.

The meetings of the Board of Directors of the Company were held on:

S.No	Date of Meeting	Place of Meeting	Present of Board	Name of Director present at meeting
1	20.04.2024	Registered Office	4	Poonam Rathi
				Yogesh Chandak
				Prakashchandra Rathi
				Jagdish Mantri
2	30.05.2024	Registered Office	4	Poonam Rathi
				Yogesh Chandak
				Prakashchandra Rathi
				Jagdish Mantri
3	14.08.2024	Registered Office	4	Poonam Rathi
				Yogesh Chandak
				Prakashchandra Rathi
				Jagdish Mantri
				Rakesh Somani
4	06.09.2024	Registered Office	4	Poonam Rathi
				Yogesh Chandak
				Prakashchandra Rathi
				Jagdish Mantri
				Rakesh Somani
5	14.11.2024	Registered Office	5	Poonam Rathi
				Yogesh Chandak
				Prakashchandra Rathi
				Jagdish Mantri
				Rakesh Somani
6	04.12.2024	Registered Office	5	Poonam Rathi
				Yogesh Chandak
				Prakashchandra Rathi
				Jagdish Mantri
7	13.02.2025	Registered Office	5	Poonam Rathi
				Yogesh Chandak
				Prakashchandra Rathi
				Jagdish Mantri
8	17.03.2025	Registered Office	6	Poonam Rathi
				Rakesh Somani
				Prakashchandra Rathi
				Jagdish Mantri

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has Two Non-Promoter Non-Executive Independent Directors in line with the act. A separate meeting Of Independent Directors was held on 14.11.2024 to review the performance of Non-independent Directors and Board as whole and performance of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The Company has received necessary declaration from each director under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149 (6) of the act.

DIRECTOR AND KEY MANAGERIAL PERSONNEL

Following is the composition of the Board of Directors and Key Managerial Personnel of the Company as on 31^st March 2025:

S.NO	DIN	Name of Director	Date of Appointment	Designation
1	01274428	POONAM PRAKASH RATHI	14/02/2005	Managing Director
2	01274080	YOGESH NANDLAL CHANDAK	14/02/2005	Director
3	02554166	RAKESH RAMSWAROOP SOMANI	04/09/2017	Independent Director
4	02632596	JAGDISH MANOHAR MANTRI	07/09/2017	Independent Director
5	01393087	PRAKASHCHANDRA RATHI	28/06/2003	Director
6	01393087	PRAKASHCHANDRA RATHI	11/06/2019	CFO
7	08466723	SANTOSH SHIVAJI PIMPARKAR	14/11/2024	Director
8	*****6024E	SWATI MAHESHWARI	27/03/2019 (Till 01/10/2024)	Company Secretary & Compliance Officer
9	*****8958E	NISHI JAIN	14/11/2024 to 17/03/2025	Compliance Officer

Based on the disclosures as provided by the directors or the Company in pursuance to the provisions of Section 164 of the Companies Act 2013, none of the Directors of the Company is found to be disqualified.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee member on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspect of his role.

Separate meeting of Independent Directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts for the year ended March 31, 2025, the Company has followed the applicable accounting standards and there are no material departures from the same;

(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 as at March 31, 2025 and of the profit and loss 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 the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a ‘going concern basis;

(e) The Directors had laid down the internal financial Control and that internal financial Control are adequate and were operating effectively.

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

COMMITTEE OF BOARD

As per the provision of the Companies Act, 2013 the Company has constituted following committees of the Board: i. Audit Committee ii. Nomination and Remuneration Committee iii. Stakeholder Relationship Committee

AUDIT COMMITTEE:

The Board of Director has constituted Audit Committee as per the provision of Section 177 of the Companies Act, 2013.

The Composition of Audit Committee are as follows:

NAME	AUDIT COMMITTEE POSITION	DESIGNATION
Rakesh Ramswaroop Somani	Chairman	Independent Director
Jagdish Manohar Mantri	Member	Independent Director
Poonam Prakash Rathi	Member	Managing Director

The meeting of Audit Committee was held on:

S. No	Date of Meeting	Name of Member present in the meeting
1	30/05/2024	Poonam Rathi
		Rakesh Somani
		Jagdish Mantri
2	14/08/2024	Poonam Rathi
		Rakesh Somani
		Jagdish Mantri
3	14/11/2024	Poonam Rathi
		Rakesh Somani
		Jagdish Mantri
4	17/03/2025	Poonam Rathi
		Rakesh Somani
		Jagdish Mantri

NOMINATION & REMUNERATION COMMITTEE

The Board of Director has constituted Nomination & Remuneration Committee as per the provision of Section 178 of the Companies Act, 2013.

The Composition Nomination & Remuneration Committee of are as follows:

NOMINATION & REMUNERATION COMMITTEE
NAME	POSITION	DESIGNATION
Rakesh Ramswaroop Somani	Chairman	Independent Director
Jagdish Manohar Mantri	Member	Independent Director
Poonam Prakash Rathi	Member	Managing Director

The meeting of Nomination & Remuneration Committee was held on:

S. No	Date of Meeting	Name of Member present in the meeting
1	30/05/2024	Poonam Rathi
		Rakesh Somani
		Jagdish Mantri
2	14/08/2024	Poonam Rathi
		Rakesh Somani
		Jagdish Mantri
3	14/11/2024	Poonam Rathi
		Rakesh Somani
		Jagdish Mantri
4	17/03/2025	Poonam Rathi
		Rakesh Somani
		Jagdish Mantri

NOMINATION & REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Managing Director and the Executive Directors.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.kapilcotexlimited.com and is annexed to this report as Annexure A

REMUNERATION TO DIRECTOR:

The details of remuneration/sitting fees paid during the financial year 2024-2025 to Executive Directors/ Directors of the Company is provided in Annual Return which available on the website of Company www.kapilcotexlimited.com.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Board of Director has constituted Stakeholder Relationship Committee as per the provision of Section 178 of the Companies Act, 2013.

The Composition of Stakeholder Relationship Committee are as follows:

NOMINATION & REMUNERATION COMMITTEE
NAME	POSITION	DESIGNATION
Rakesh Ramswaroop Somani	Chairman	Independent Director
Jagdish Manohar Mantri	Member	Independent Director
Poonam Prakash Rathi	Member	Managing Director

The meeting of Stakeholder Relationship Committee was held on:

S.No	Date of Meeting	Name of Member present in the meeting
1	30/05/2024	Poonam Rathi
		Rakesh Somani
		Jagdish Mantri
2	14/08/2024	Poonam Rathi
		Rakesh Somani
		Jagdish Mantri
3	14/11/2024	Poonam Rathi
		Rakesh Somani
		Jagdish Mantri

WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013, the Company has adopted a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. We affirm that during the financial year 2024-25, no employee or director was denied access to the Audit Committee.

DEPOSITS

In terms of the provisions of Sections 73 of the Act read with the Companie (Acceptance of Deposits) Rules. 2014, the Company has not accepted any deposits during the year under review and as such, no amount of principal or interest was outstanding as on 31^st March, 2025.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

During the year the Company has invested in 6880746 equity shares of Rs. 10 each aggregating to Rs. 10 Crores (Rupees Ten Crores only) of SKYBIOTECH LIFESCIENCE PRIVATE LIMITED. No Loans and Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 have been given by the Company.

ANNUAL RETURN

Annual Return extract is in the accordance with Section 92 sub-section (3) of the Companies Act, 2013 read With Rule No. 12(l) of the Companies (Management and Administration (Rules 2014) the copy of Annual Return has been placed on the website of Company www.kapilcotexlimited.com. The Member may follow web link for the same https://kapilcotexlimited.com/annualreport.

RELATED PARTY TRANSACTIONS

During the financial year under review the Company has entered into any contract or arrangements Pursuance of the provisions of section 188(1) of the Companies Act 2013 as mentioned below:

Details of related parties transactions: -

Details of Related Parties

Description of Relationship	Name of Related party
Key Management Personnel (KMP)-Directors	Prakash Rathi
Director/Chief Financial Officer	Jagdish Mantri
Prakash & Poonam Rathi are common Directors of the Company	Spring Field Exim P Ltd.

Details of Related party transactions during the year ended 31st March, 2025 Rs. In Lakhs

Type of Related Party/ Nature of Business	Key Management Personnel	Prakash Rathi	Poonam Rathi	Spring Field Exim P Ltd.	Yogesh Chandak
Rent Received	Nil	Nil	Nil	Nil	Nil
Directors Remuneration & Bonus	Nil	Nil	Nil	Nil	Nil
Loans Taken	Nil	107.93	99.34	Nil	Nil
Loans Re-Paid	Nil	75.75	75.00	Nil	Nil

FORM AOC 2

Form for disclosure of particular of contract/ arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm length transaction under third proviso thereto:

Sr . No .	Name(s) of the related party and nature of relationship	Nature of Transaction	Terms of the contracts or arrangemen ts	Date(s) of approval by the Board	Amount paid as advances, if any
4	Prakashchandra Rathi Director & Promoter	Loan	Terms and Conditions: At arms length basis Amount in Lakhs Rs. 200.00	30/05/2024	NIL
4.	Poonam Rathi- Managing Director	Loan	Terms and Conditions: At arms length basis Amount in Lakhs Rs. 200.00	30/05/2024	NIL

DIRECTORS REMUNERATION

The details of remuneration/sitting fees paid during the financial year 2024-25 to Executive Directors/Directors of the Company is provided in Annual Return which is available on the website of Company www.kapilcotexlimited.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNING AND OUTGO:

As required under section 134(3Km) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Eaming and Outgo is as follows:

Conservation of Energy &Technology Absorption:

The Company is taking adequate steps to conserve the energy at all the levels and the Company is also implementing various measures for reduction in consumption of energy. The Disclosure of particulars with respect to Conservation of Energy has been attached herewith as in FORM A as "Annexure B". There is no technology absorption during the year under review.

Foreign Exchange Earning & Outgo:

(Amount in Lakhs)

PARTICULAR	FY 2024-25	FY 2023-24
Foreign Exchange Earning	0.00	0.00
Foreign Exchange Outgo	0.00	0.00

In todays economic environment, Risk Management is a very important part of business. The Company is Exposed to inherent uncertainties owing to the sectors in-which it operates. A key factor in determining a companys capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a companys operating environment and they emerge on a regular basis. The Companys Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed.

Your Company also has a Risk Management Framework in place covering all critical areas of operation. This framework is reviewed periodically keeping in mind the business dynamics and external environment and provides the guidelines for managing the various risks across the business. The Process of Risk Management include following steps: 1) Risk Identification and Impact Assessment 2) Risk Evaluation 3) Risk Reporting and Disclosures 4) Risk Mitigating and Monitoring

INTERNAL FINANCIAL CONTROL

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.

The Internal Auditor of the Company carries out review of the intemal control systems and procedures. The internal audit reports are reviewed by Board.

Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed.

DISCLOSURE OF REMUNERATION

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, detail of ratio of the remuneration of each director to the median employees remuneration are not required to be given as the company has not paid remuneration to the directors.

There is no employee drawing remuneration of Rs. 8,50,000/- per month or Rs.1,02,00,000/- per year, therefore the particulars of employees as required u/s 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the company.

Name of the top 10 employees in term of remuneration drawn in the financials year 2023-24:

A statement of Top-10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed with the report "Annexure C".

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the Provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Govemance, although few of the information are provided in this under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In. terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report as "Annexure D"

AUDITORS

STATUTORY AUDITOR

M/s. SPD AND ASSOCIATES., Chartered Accountants (FRN: 139118W), is the Statutory Auditors of the Company to hold office from the conclusion of the Annual General Meeting of the Company for Financial year 2022-23 till the conclusion of the Annual General Meeting to be held in the financial year 2026-27.

As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015 the Auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountant of India.

The Board of the Company has taken note of the observations of Statutory Auditor in their report and provided their comments as below:

1. During the year under review Company has acquired shares of Skybiotech Life Sciences Private Limited, the investment made in the shares was in excess of limit specified in Section 186 of the Company Act, 2013.

Management Comment: During the year the company has acquired shares of 6880746 (72.52%) of Skybiotech Life Sciences Private Limited at the rate of Rs. 14.50 for an amounted to Rs. 10 Crores, which is in excess of Limit specified under section 186 (2) of the Company Act, 2013

However which was not previously authorised by a special resolution passed in a general meeting, due to mistake in calculation of limit as prescribed by law, the same transaction have been taken for ratification from members in this annual general meeting.

The Board of the Company take pleasure in stating that no any other observation has been made by the Auditors in their report which needs any further explanation by the Board.

INTERNAL AUDITOR

As per section 138 of the Companies Act, 2013, the Company has appointed, internal auditors for conducting the internal audit for financial year 2024-25 as per the internal audit standards and regulations. The internal auditor reports their findings to the audit committee of the board. The audit function maintains its independence and objectivity while carrying out assignments. It evaluates on a continuous basis, the adequacy and effectiveness of internal control mechanism with interaction of KMP and functional staff.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2019 your Company has appointed M/s. SM Dhumal & Associates, practicing Company Secretaries firm, Pune to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is annexed herewith as "Annexure E" to this Report.

The Board of the Company has taken note of the observations of Statutory Auditor in their report and provided their comments as below:

1. During the year ender review CS. Swati Maheshwari Company Secretary and compliance officer was resigned from 01^st October, 2024 and to fill the vacancy, the company has appointed CS. Nishi Jain as Company Secretary and compliance officer w.e.f. 14^th November, 2024, but company has not filed form DIR-12 for appointment of CS Nishi Jain within 30 days from the date of appointment and before submission of Form DIR-12 with late fees, CS. Nishi Jain was resigned w.e.f. 17^th March, 2025.

Management Comment: In compliance with Corporate governance norms we have appointed Company Secretary immediately after resignation of earlier company secretary and compliance officer of company however being a company secretary and compliance officer it was the responsibility of company secretary to take care of compliances and to submit forms with ROC, the board of directors of company has passed resolution for appointment of the company secretary however appointed company secretary has not filed form DIR-12 with ROC and before we come to know about non-compliance she was resigned.

2. As per Section 161 (1), During the year under review company has appointed Mr. Santosh Shivaji Pimparkar as Additional Director w.e.f. 14^th November, 2024 however Form DIR-12 for appointment was not filed within 30 days.

Management Comment: we have received Resignation of Mr. Santosh Pimparkar on 28^th August, 2025.

3. As per Section 178 (1) of Company Act, 2013 the composition of Nomination and Remuneration Committee of the is not in compliance with act.

Management Comment: the company are required to appoint one third of total directors as independent director and we have appointed the same which is 2 director, however Nomination and remuneration committee required three or more non-executive directors, in our committee two directors are non-executive independent directors and one is executive director as we no need to appoint third non-executive director however, for good corporate governance we are proposing to appoint Mr. Vijay Chitlange as Non-Executive director to whom we will as member of committee.

4. As per Section 186 (2)(c) of the Company Act, 2013, and on the basis of Statutory Auditor Report dated 30^th May, 2025, during the year the Company has acquire by way of subscription, purchase or otherwise, the Equity Shares of 6880746 (72.52%) of Skybiotech Life Sciences Private Limited at the rate of Rs. 14.50 for an amounted to Rs. 10 Crores, which was in excess of Limit specified under section 186 (2) of the Company Act, 2013 However which was not previously authorised by a special resolution passed in a general meeting.

Management Comment: During the year the company has acquired shares of 6880746 (72.52%) of Skybiotech Life Sciences Private Limited at the rate of Rs. 14.50 for an amounted to Rs. 10 Crores, which is in excess of Limit specified under section 186 (2) of the Company Act, 2013 However which was not previously authorised by a special resolution passed in a general meeting, due to mistake in calculation of limit as prescribed by law, the same transaction have been taken for ratification from members in this annual general meeting.

5. As per Section 179 (3)(j) of the Company Act, 2013, the company has passed board resolution to acquire a controlling or substantial stake in another company but as per Section 117 (3)(g) of the Company Act, 2013 the Company has failed to file Form MGT-14.

6. As per Section 179 (3)(g) of the Company Act, 2013, the company has passed board resolution to approve financial statement for the year ended 31^st March 2024 however as per Section 117 (3)(g) of the Company Act, 2013 the Company has failed to file Form MGT-14.

7. As per Section 96 of the Company Act, 2013, the Company had conducted its 41^st Annual General Meeting on 30^th September, 2024, but as per Section 121 (2) of the Company Act, 2013 the Company has failed to submit report of annual general meeting in Form MGT-15 Section 121 (2) of the Company Act, 2013.

8. The company has appointed Secretarial Auditor to conduct Secretarial Audit for the financial year 2024-25 in the meeting of board of director held on 24^th June, 2025.

Management Comment: we have appointed qualified and peer reviewed firm of Practicing Company Secretary as Secretarial Auditor not within six months from start of financial year but well before annual general meeting and company secretary has provided their report too.

No other observation has been made by the Secretarial Auditors in their report regarding non-compliances of Corporate Governance Norms.

COST AUDITOR

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the company was not Required to appoint Cost auditors for the financial year 2024-25.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE REPORTABLE TO THE CENTRAL GOVERNMENT

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

During the Financial Year, company has not received any cases regarding Fraud reporting required under Companies Amendment Act, 2015.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the work place and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has always provided a congenial atmosphere for work to all the employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, color, marital status and sex.

The company is in process of constitution of Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaint of sexual harassment during the financial year 2023-24.

GOING CONCERN STATUS

There is no significant or material order passed during the year by any regulator, court or tribunal impacting the going concern status of the Company or its future operation.

CORPORATE SOCIAL RESPONSIBILITY

According to Rule 3 (2) of The Companies (Corporate Social Responsibility Policy) Rules, 2014 Every company which ceases to be a company covered under subsection (1) of section 135 of the Act for three consecutive financial years shall not be required to -

b. constitute a CSR Committee; and c. comply with the provisions contained in 1[sub-section (2) to (6)] of the said section

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES

Companies which become to be Companys Subsidiary, Joint Venture or Associate Companies as per the provision of Companies Act, 2013 during the financial year 2024-25 are as per ‘Annexure F

S.No Name of Company	Nature	Percentage of Holding	Section
1. Skybiotech Lifescience Private Limited	Subsidiary	72.52%	2(87)

MAINTENANCE OF COST RECORDS:

The Provision of section 148 of the Companies Act, 2013 with respect to the maintenance of cost records and Cost Audit are not applicable to the Company for Financial Year 2024-25.

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

The Board of Director confirms that the secretarial standard, as applicable to the Company have been complied with.

MATERIAL ORDER BY TRIBUNAL OR OTHER REGULATORY BODY

There is no significant or material order passed during the year by any regulator, court or tribunal impacting the going concern status of the Company or its future operation.

COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING COMPANY SECRETARIES REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

As the company is Listed on BSE Exchange, having Paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, therefore, the corporate governance requirement as mentioned under SEBI (LODR), Regulation are not applicable to the company.

THE STATE OF THE COMPANY AFFAIRS

The Directors of the Company are of the opinion that the future of the Company is promising, primarily because of the future planning to enters into new business line.

The Directors of the Company are continuously looking for avenues for further growth of the Company and are evaluating various areas where it can fetch good return for the Company in the years to come. Further, during the year under review there is no changes in nature of business of the Company.

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities and members during the year under review. The Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives.

CAUTIONARY NOTE

The statements forming part of the Directors Report may contain certain forward-looking remarks within the meaning of applicable provisions of the Companies Act, 2013 and rules made there under. Many factors could cause the actual results, performances or achievements of the company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

BY THE ORDER OF BOARD OF DIRECTORS
FOR KAPIL COTEX LIMITED
SD/-	SD/-
Poonam Prakash Rathi	Prakashchandra Rathi
(Managing Director)	Director and CFO
DIN: 01274428	DIN: 01393087
Date: 28/08/2025
Place: Chh. Sambhajinagar