Captain Polyplast Ltd

Dear Member,

Your directors have pleasure in presenting the 26^th Annual Report along with the audited statements of accounts of your Company for the financial year ended 31st March, 2023.

The audited financial statements of the Company as on March 31, 2023 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)

During the year under review company has total revenue of Rs. 22748.42 lakhs as against the previous year turnover of Rs. 18715.77 lakhs which shows increase of 21.55 % in comparison with the previous year.

The operating Expenses of Rs. 20772.67 Lakhs during FY 2022-23, as compared to previous financial year 2021-22 incurred of Rs. 16971.76 lakhs.

The depreciation Expenses of Rs. 271.59 Lakhs during FY 2022-23, as compared to previous financial year 2021-22 incurred of Rs. 365.96 Lacs showing decrease as compared to previous year.

The finance cost of Rs. 938.11 Lakhs during FY 2022-23, as compared to previous financial year 2021-22 incurred of Rs. 996.88 lakhs.

Profit before tax increased by 100.97% as compared to previous year. The net profit after tax of the company increased by 99.61% with compared to previous year.

The Board of Directors have decided to retain the entire amount of profit for F.Y. 2022-23 in the Statement of Profit & Loss as at March 31, 2023.

The authorized share capital of the company is Rs. 11,00,00,000.00 (Rupees Eleven Crores) divided into 5,50,00,000 (Five Crore Fifty Lakhs) Equity Shares of Rs. 2/- each and the Paid-up Equity Share Capital of the Company as on March 31, 2023 was LlO.075 crore comprising of 50378790 equity shares of L2 each. 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 2023-24, to Bombay Stock Exchange, where its equity shares are listed.

Further the board of directors in its meeting held on 28.04.2023 has, inter-alia, considered and approved the Increase in authorized share capital of the company from existing Rs11,00,00,000.00 (Rupees Eleven Crores) divided into 5,50,00,000 (Five Crore Fifty Lakhs) Equity Shares of Rs. 2/- each to Rs.13,00,00,000 (Rupees Thirteen Crore) divided into 6,50,00,000 (Six Crore Fifty Lakhs) Equity Shares of Rs. 2/- each subject to approval of members in EGM to be held on 26.05.2023.

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.

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 28.04.2023 has, inter-alia, considered and approved Issue of 50,00,000 convertible warrants on preferential basis to be converted into equal number of equity shares within a period of 18 months from the date of allotment to promoters of the Company as detailed hereunder, subject to the approval of the Shareholders of the Company in upcoming EGM to be held on 26.05.2023 , in terms of the provisions of the Companies Act, 2013, SEBI (Issue of Capital & Disclosure Requirements) Regulation, 2018 and further amendments and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 as amended .

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.

- 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. Harshadray L. Patel (Independent Director)

- Mrs. Anjana P. Paghadar (Independent Director)

- Mr. Prabhulal N. Rabadia (Independent Director)

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. RAMESH D. KHICHADIA (DIN: 00087859), retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the re-appointment of Mr. RAMESHBHAI D. KHICHADIA 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.

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 [“MCA”] 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) .

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://captainpolyplast.com/images/userFiles/contents/pdf/Policv/familiarization- programme-for-independent-directors- Captain-Polyplast-Ltd.pdf

Pursuant to clause (c) of sub-section (3) and subsection (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, 2023 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 has 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.

ni i 11 v < i oysium

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 the 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.

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.

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. Further company has obtained approval of shareholders via postal ballot resolution dated 23.05.2023 for material related party transaction entered with CAPTAIN PIPES LTD.

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:

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.

M/S SVK & ASSOCIATES, Chartered Accountants, Ahmadabad the Statutory Auditors of the Company have been appointed as Statutory Auditors of the Company by the Members of the Company in 24^th AGM till the Conclusion of 29^THAnnual General Meeting of the Company to be held for the financial year 2025-26.

Further during the period under review, M/S SVK & ASSOCIATES, Chartered Accountants, Ahmadabad the Statutory Auditors of the Company has resigned as a statutory auditor of the company w.e.f. 13.08.2022.

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 meeting dated 13.08.2022 and has been appointed 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 i.e.to hold office from the conclusion of this 13th Annual General Meeting (AGM) until the conclusion of the 18TH Annual General Meeting of the Company. M/S J C Ranpura & Co, Chartered Accountants, Rajkot have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company for financial year 2022-23.

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.

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 2022-23 hence; such audit has been carried out during the year.

Mr. Praful Kathrotia, who are the Internal Auditors have carried out internal audit for the financial year 2022-23. Their reports were reviewed by the Audit Committee. Further company has appointed Parin H. Patel - chartered accountant (M.NO.: 119023) as internal auditor of the company for f.y. 2023-24.

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.

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://captainpolyplast.com/images/userFiles/contents/pdf/Other-Certificate/annual-secretarial-compliance-report-for- 2022-23-Captain-Polyplast-Ltd.pdf and also submitted to BSE Ltd. Where the equity shares of company are listed.

The Company is a part of the Captain Group which has established a reputation for honesty and integrity. We believe that by focusing on Corporate Governance, we practice the highest standards of ethical and responsible business culture and thereby enhance the value of all stakeholders. It is a combination of voluntary practices and compliance with laws and regulations in all areas of its operations and in its interactions with the stakeholders. It provides direction and control to the affairs of the Company.

Your Company is fully committed to practice sound Corporate Governance and uphold the highest business standards in conducting business. The Company has always worked towards building trust with all its stakeholders based on the principles of good corporate governance. Your Company is guided by a key set of values for all its internal and external interactions. The Company is open, accessible and consistent with its communication.

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

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.

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.

The Board of Directors met 14 (Fourteen) times during the year on 04-05-2022, 16-05-2022, 28-05-2022, 25-08-2022, 0209-2022, 23-09-2022, 18-10-2022, 12-11-2022,30-12-2022,07-02-2023,07-03-2023,16-03-2023,22-03-2023. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

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.

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.

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and Directors to report concerns about unethical behavior. 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.

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

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.

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.

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 2022-2023.

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.

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

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.

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.

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

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.

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.

Your directors place on records 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.