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Directors Report of Captain Technocast Ltd.

Mar 31, 2025

The Directors present this 15^th Annual Report of Captain Technocast Limited (the Company) along with the audited financial
statements for the financial year ended March 31, 2025.

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or reÂ¬
enactments) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report covers the financial results and other
developments during the financial year ended on 31st March, 2025, in respect of Captain Technocast Limited.

1. FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS:

1.1 The financial performance of the Company for the financial year ended 31st March, 2025 is summarized below

Particulars	CONSOLIDATED		STANDALONE
Particulars	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	9215.62	6422.91	8156.64	6266.98
Other Income	135.93	90.52	126.74	89.38
Total Revenue	9351.55	6513.43	8283.38	6356.36
Operating and Administrative expenses	8044.75	5782.04	7042.98	5627.84
Operating Profit before finance costs, Depreciation and Tax	1306.8	731.39	1240.40	728.52
Less: Depreciation and Amortization expenses	129.68	129.45	128.28	129.43
Profit before finance costs, exceptional items, tax and Deff tax adjustable in/(recoverable from) future tariff	1177.12	601.94	1112.12	599.09
Less: Finance Costs	87.26	111.79	82.76	111.79
Less: Exceptional Item	0	0	0	0
Profit Before Tax (PBT)	1089.86	490.15	1029.36	487.30
Provision for Tax (Including Deferred Tax)	269.54	111.79	261.28	116.99
Profit after Tax	839.62	385.30	768.08	370.31
Other Comprehensive Income	-35.03	-0.70	0	0
Total Comprehensive Income for the year	804.59	384.60	768.08	370.31
Profit available for appropriation	804.59	384.60	768.08	370.31

Standalone Financial Results:

During the Financial Year (FY) 2024-25, the Company has achieved operating income of Rs. 8283.38 Lakhs as compared
to Rs. 6356.36 Lakhs in FY 2023-24. The profit before tax for FY 2024-25 stood at Rs. 1029.36 Lakhs compared to Rs.
487.30Lakhs achieved in FY 2023-24. The profit after tax stood at Rs. 768.08 Lakhs for FY 2024-25 as compared to Rs.
370.31 Lakhs for the previous year.

Consolidated Financial Results:

The Company''s consolidated revenue for FY 2024-25 was Rs. 9351.55 Lakhs as compared to Rs. 6513.43 Lakhs for the
previous year. During the year under review, the consolidated profit after tax stood at Rs. 839.62 Lakhs as compared to
Rs. 385.30 Lakhs for the previous year.

2. STATEMENT OF DEVIATION OR VARIATION

Disclosure pertaining to statement on deviation or variation in connection with preferential issue of warrants convertible into
equity has been done as per LODR. There is no deviation or variation in utilisation of issue proceed during the year under
review.

3. BUY-BACK OF SHARES:

During the financial year under review no shares were bought back by the Company.

4. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

There are no shares in the demat suspense account or unclaimed suspense account during the year.

5. EMPLOYEE STOCK OPTION SCHEME (ESOP):

The Company does not have any Employee Stock Option Scheme (ESOP).

6. HUMAN RESOURCES DEVELOPMENT:

Continuous effort is put in to improve the working environment with a focus on employee well-being and capability building
enabling them to perform their best for the Company. We provide robust leadership development efforts to home employee
skills and help keep the Company ahead of the curve. People are our real strength and therefore while pursuing best-in-class
performance; the Company is significantly increasing its investment in its employees with training and development. The
Company invests in training and knowledge.

7. TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends of a company which remain unpaid or
unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the
company to the Investor Education and Protection Fund ("IEPF").

In terms of the foregoing provisions of the Companies Act, 2013, there is no dividend which remains outstanding or remain to
be paid and require to be transferred to the IEPF by the Company during the year under review.

8. SHARE CAPITAL:

During the year under review, the Company has altered/modified its authorised share capital and has issued warrants
convertible into equity shares on preferential basis as under. The Company has not issued any sweat equity shares to its
directors or employees. Following are the changes in share capital during the year -

a. Alteration of capital clause of memorandum of association of the company

The existing Clause V of the memorandum of association of the Company is substituted by the following:

"V. The Authorised Share Capital of the Company is 13,00,00,000 (Rupees Thirteen Crore) divided into
1,30,00,000 (One Crore Thirty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each"

b. Issue of upto 14,00,000 (Fourteen lakhs) warrants each convertible into, or exchangeable for, one equity share of
the company within the period of 18 (eighteen months) in accordance with the applicable law to the identified
non-promoter

c. In accordance with the provisions of ICDR Regulations, the Board of Directors of Company

in its meeting held on August, 15 2024, allotted on preferential basis 14,00,000 convertible Warrants at an issue
price of Rs. 60/- per warrant in terms of the special resolution passed by the shareholders of the Company at the
EGM held on 18^th JULY, 2024 . The Warrants shall be converted into equal number of equity shares of face

value of Rs. 10/- each at any time before eighteen months from the date of allotment. The allotment is made to
non promoter group from whom upfront payment of 25 % of issue price of convertible warrants is received.

d. the warrant holder has applied for conversion of 14,00,000 warrant into equal number equity shares of the
company and the warrants were converted into equity shares by board in their meeting held on 6^th January, 2025
upon receipt of 75% amount i.e. warrant conversion price. Listing and trading approval for these 14,00,000
equity shares were taken in time and all the regulatory formalities were complied with .

e. Alteration of capital clause of memorandum of association of the company

The existing Clause V of the memorandum of association of the Company is substituted by the
following: "The Authorised Share Capital of the Company is Rs. 35,00,00,000 (Rupees Thirty Five Crore) divided
into 3,50,00,000 (Three Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each"

f. Board of Directors of the Company in its meeting held on Tuesday, 18th March, 2025 has considered Issue of 1
(One) Bonus Shares for every 1 (One) Equity Shares held by the Equity Shareholders of the Company The Bonus
Issue of Equity Shares is subject to the approval of the shareholders.

The Paid-up Share Capital of the Company as on 31st March, 2025 is Rs. 23,22,01,000/- divided into 23,22,01,00 Equity
Shares of Rs. 10/- each fully paid up.

During the year under review, the Company has not issued shares with differential voting rights. As on March 31, 2025, none
of the Directors of the Company holds instruments convertible into equity shares of the Company.

9. RESERVES AND SURPLUS:

The Company has transferred amount of the surplus of P & L account for the financial year ended 31st March, 2025.

10. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Securities and
Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations 2015 (LODR Regulation) read with
Schedule V thereto, is forms part of this Annual Report as ANNEXURE-1

11. CORPORATE GOVERNANCE:

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Till f.y. 2023-24, the Company is not required to form Corporate Social Responsibility Committee pursuant to the provisions
of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014. From the
financial result of company for f.y. 2024-25,company is required to form CSR Committee and expend the amount for CSR .

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company which have occurred
between the end of the financial year ended 31st March, 2025 to which the Financial Statements relates and the date of
signing of this report.

14. RISK MANAGEMENT POLICY:

Pursuant to Regulation 212(5) of SEBI (LODR) Regulations, 2015, the company does not fall under list of Top 1000 companies
and thus the company is not required to frame Risk Management Policy mandatorily.

The Company has a well-defined risk management framework in place. The Company has established procedures to
periodically place before the Audit Committee and the Board, the risk assessment and minimization procedures being
followed by the Company and steps taken by it to mitigate these risks.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES:

The Company has formulated a comprehensive Whistle Blower Policy in compliance with the provisions of Section 177(9) and
177(10) of The Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2018 with a will to enable the stakeholders, including directors, individual employees to freely communicate
their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company.
Pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the
corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D
and E of Schedule V Company is exempted for upload whistle blower policy on company''s website and give a link in director
report.

16. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013:

The Company has in place a policy on prevention, prohibition and redressal of Sexual Harassment at workplace in line with
the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
Internal Complaints Committee has been setup to redress the complaints received on the sexual harassment. All employees
of the Company are covered under this policy. No complaints on sexual harassment were received during the year 2024-25.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During Financial Year 2024-25, all contracts/arrangements/transactions entered into by the Company with related parties
under Section 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 transactions with related parties in accordance with Section 188 of the
Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

There were materially significant Related Party Transactions made by the Company during the year that would have required
shareholders'' approval under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 and approval is
taken in EGM dated 18.07.2024.

The Related Party Transactions were placed before the Audit Committee for prior approval, as required under the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018. A statement of all Related Party
Transactions was placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value of
the transactions.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 and in
compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018, is annexed to this report as
ANNEXURE-3.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Pursuant to Section 186 of the Companies Act, 2013, disclosure on particulars relating to loans, advances, guarantees and
investments are provided as part of the financial statements to the Members of CAPTAIN TECHNOCAST LIMITED of even date
of Standalone Financial Statements.

19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

There was no application made or any proceeding pending under The Insolvency & Bankruptcy Code, 2016 against/by the
company during the period under review.

20. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF DURING THE FINANCIAL YEAR:

There was no valuation done in the company as there is no such incidents of one-time settlement.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant / material orders passed by the regulators or courts or tribunals during the financial year under
review, impacting the going concern status and Company''s operations in future.

22. ANNUAL RETURN:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 the Annual Return of the Company prepared in
accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and
Administration) Rules, 2014 (as amended), is placed on the website of the Company and is accessible at the web-link
https://www.captaintechnocast.com/annual-returns.html

23. CREDIT RATING:

During the year under review, the requirement of credit rating of securities of company was not applicable and hence no
credit rating has been undertaken.

24. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review and as such, no amount on
account of principal or interest on deposits from public was outstanding as on 31st March, 2025.

25. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE:

25.1 Details of subsidiaries:

A. CAPTAIN CASTECH LIMITED:

i. During the year under review, Captain Castech Limited, Subsidiary has posted a NIL turnover. The profit for the year
amounted NIL.

ii. Captain Castech Limited was not a material subsidiary of the Company.

B. X2 VALVES PVT LTD

i On 14^th JULY,2023 company has incorporated its subsidiary viz. X2 VALVES PVT LTD with 70% capital investment in it.

X2 VALVES PVT LTD was not a material subsidiary of the Company.

25.1 Details of associate:

C. CAPTAIN METCAST PRIVATE LIMITED:

i. During the year under review, Captain Metcast Private Limited, Associate Company has posted a turnover of Rs.
21355.13/- Thousands as against Rs. 14625.32/- Thousands in F.Y. 2023-24. The profit for the year amounted to
RS.964.90 /- Thousand increased from Loss of Rs. 632.98/- Thousand in F.Y. 2023-24.

25.2 Details of Subsidiaries or/ and Associates Companies:

Captain Metcast Private Limited which is an associate Company in which your Company is holding 20% of equity shares
achieved a turnover of Rs. 213551320/- as against Rs. 14625327/- in F.Y. 2023-24. The Profit for the year was RS.9649070/-
against Rs. 6329800/- Thousand in F.Y. 2023-24.

Captain Castech Limited which is a subsidiary Company in which your Company is holding 70% of equity shares achieved a
turnover of NIL in FY 2024-25 as against the NIL in FY 2023-24. The Profit for the year was NIL as against profit of NIL in FY

X2 Valves Pvt Ltd which is a subsidiary Company in which your Company is holding 70% of equity shares achieved a turnover
of Rs.105898020/- in FY 2024-25. The Profit for the year was Rs.5003850/- in FY 2024-25.

Pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing salient features of the financial statements of the Company''s Subsidiaries and Associate Company in
Form No. AOC-1 is annexed to this report as ANNEXURE-4.

26. CHANGE IN NATURE OF BUSINESS:

During the year under review, there has been no change in the Company''s nature of business.

27. DIRECTORS:

The Board of the Company is duly constituted. None of the directors of the Company is disqualified under the provisions of
the Companies Act, 2013 or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. MR. SHAILESH
KARSHANBHAI BHUT (DIN: 03324485), Director, retires by rotation and being eligible, offers himself for reappointment at
the ensuing AGM. His appointment is placed for approval of the members and forms part of the notice of the 14th AGM. The
information about the Director seeking his reappointment as per Para 1.2.5 of Secretarial Standards on General Meetings and
Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 has been given in the notice
convening the 15th AGM.

28. KEY MANAGERIAL PERSONNEL:

Pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:

i. Mr. Anilbhai Vasantbhai Bhalu, Managing Director;

ii. Mr. Shailesh Karshanbhai Bhut, Whole Time Director;

ii. Mr. Prashant Bhupatbhai Bhatti, Chief Financial Officer;

iii. Mr. NISHANTGIRI GOSWAMI Company secretary has RESIGNED FROM POST OF CS w.e.f 31.03.2025

iv. Ms. Brinda Paras Mehta, Company Secretary and Compliance Officer.(appointed w.e.f 01.04.2025)

The remuneration and other details of these Key Managerial Personnel for Financial Year 2024-25 are provided in the Annual
Return which is available on the website of the Company.

29. COMMITTEES:

As per the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2018, the following committees were constituted.

i. Audit Committee:

ii. Nomination and Remuneration Committee:

iii. Stakeholders Relationship Committee:

30. INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls and their Adequacy

In terms of Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control means the policies and
procedures adopted by a company for ensuring orderly and efficient conduct of its business, including adherence to
company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of
the accounting records, and timely preparation of reliable financial information.

Internal Control over Financial Reporting (ICFR) remains an important component to foster confidence in a company''s
financial reporting, and ultimately, streamlining the process to adopt best practices. The Company through Internal Audit
Program is regularly conducting test of effectiveness of various controls. The ineffective and unsatisfactory controls are
reviewed and remedial actions are taken immediately. The internal audit plan is also aligned to the business objectives of the
Company which is reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the adequacy
and effectiveness of the Company''s internal control framework.

Adequate internal financial controls are in place which ensures the reliability of financial and operational information. The
regulatory and statutory compliances are also ensured.

Internal Control systems and their Adequacy

The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Internal
Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, accounting
procedures and policies within the Company. Based on the report of internal audit function, process owners undertake
corrective action in respective areas and thereby strengthen the controls. Significant observations and corrective actions
thereon are presented to the Audit Committee from time to time.

31. AUDITORS & AUDITORS REPORT:

A. Statutory Auditors

The Shareholders at their meeting held on 30^th September, 2023 had appointed M/S J C Ranpura & Co., Chartered
Accountants (having Firm Registration Number is 108647W), Star Avenue, First Floor, Dr. Radha krishna Road, Opp. Rajkumar
College, Rajkot -380001, as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the 13^thAGM (2023) till the conclusion of 18th AGM (2028).

B. Statutory Audit Report

There are no qualifications, reservations or adverse remarks made by M/S J C Ranpura & Co, Statutory Auditors (having Firm
Registration Number is 108647W), in their report for the financial year ended 31st March, 2025.

C. Consolidated Financial Statements

The directors have pleasure in attaching the consolidated financial statements pursuant to section 129(3) of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time and
prepared in accordance with the Accounting Principles generally accepted in India.

In accordance with the Section 129(3) of the Companies Act, 2013, the audited consolidated financial statements are
provided in this Annual Report.

D. Internal Auditor

CA PARIN PATEL , Rajkot, who are the Internal Auditors have carried out internal audit for the financial year 2024-25. Their
reports were reviewed by the Audit Committee.

E. Cost Auditor

During the Financial Year 2024-25, your Company is not required to maintain cost records under Companies (Cost Records
and Audit) Rules, 2014.

F. Secretarial Auditor and Secretarial Audit

Pursuant to the Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/S KISHOR DUDHATRA, Company Secretaries,
Ahmedabad as the Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for the FY 2024Â¬
25. The Secretarial Audit Report in form MR-3 is annexed of the Directors'' Report as ANNEXURE-5. The report does contain
any qualification, reservation, adverse remark or disclaimer.

G. Annual Secretarial Compliance Report

Being SME listed company 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 not applicable to the Company.

H. Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors, Internal Auditors, and Secretarial Auditors have not reported any
instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of
the Companies Act, 2013 and the rules made thereunder.

32. MEETINGS OF THE BOARD AND COMMITTEES:

During the Financial Year 2024-25, the Board of Directors met Thirteen times and the details of the meetings of the Board
and its Committees are given in the Corporate Governance Report (ANNEXURE 2).

The gap intervening between two meetings was within the time prescribed under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2018. Details of attendance of meetings of Committees and the
Annual General Meeting are included in the Report on Corporate Governance, which forms part of this Annual Report.

33. MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2018, The independent directors of the listed entity shall hold at least one
meeting in a financial year, without the presence of non- independent directors and members of the management and all
the independent directors shall strive to be present at such meeting.

During the financial year under review, the Independent Directors of the Company met on 29.03.2025 inter-alia, to discuss:

i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii) Evaluation of performance of the Chairman of the Company, taking into view of Executive and Non-Executive
Directors.

iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is
necessary for the Board to effectively and reasonably perform its duties.

34. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from each Independent Director of the Company under Section 149(7) of the
Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as
amended from time to time confirming compliance with the criteria of independence as stipulated under Section 149(6) of
the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2018 as amended from time to time and there has been no change in the circumstances which may affect their status as
Independent Directors during the year 2024-25.

All Independent Directors of the Company have affirmed compliance with the Schedule IV of the Companies Act, 2013 and
Company''s Code of Conduct for Directors and Employees for the Financial Year 2024-25.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs
(''IICA'') towards the inclusion of their names in the data bank maintained with it and they have /have not appeared/
exempted for proficiency self-assessment test during the period under review.

35. NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES:

None of the Independent / Non- Executive Directors have any pecuniary relationship or transactions with the Company which
in the Judgment of the Board may affect the independence of the Directors.

36. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Familiarization program aims to provide insight to the Independent Directors to understand the business of the
Company. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities.

All the Directors of the Company are updated as and when required, of their role, rights, responsibilities under applicable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as
amended from time to time, Secretarial Standards; nature of industry in which the Company operates, business model of the
Company, etc. The Company holds Board and the Committee Meetings from time to time. The Board of Directors has
complete access to the information within the Company. The Independent Directors have the freedom to interact with the
Company''s management. Directors are also informed of the various developments in the Company through various modes of
communications. All efforts are made to ensure that the Directors are fully aware of the current state of affairs of the
Company and the industry in which it operates.

The details of the familiarization programme undertaken have been uploaded on the Company''s website: NA as the
company is listed on SME platform .

37. PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES:

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 Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2018 as amended from time to time.

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

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board
of India. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole
and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive
directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis
of 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.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration
Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance
evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

38. DIRECTORS'' APPOINTMENT AND REMUNERATION POLICY:

The Company has on the recommendation of the Nomination & Remuneration Committee framed and adopted a
Nomination and Remuneration Policy in terms of the Section 178 of the Companies Act, 2013. The policy, inter alia lays down
the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and
senior management personnel of the Company.

The policy on The Nomination & remuneration Policy of the Company and other matters provided in Section 178(3) of the
Companies Act, 2013 has been annexed as ANNEXURE 6.

The Nomination & Remuneration Policy of the Company is on the website of the Company: NA as the company is listed on
SME platform.

39. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given in ANNEXURE-6 of this Report.

The information required under Section 197(12) of Companies Act, 2013 read with Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, is provided in the
ANNEXURE-6 forming part of the Report.

40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT: NA

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

The information pertaining to details of conservation of energy, technology absorption, foreign exchange earnings and outgo
as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies Accounts Rules, 2014 are
as follows:

A) Conservation of energy:

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

- Company ensures that the manufacturing is conducted in the manner where by optimum utilization and
maximum possible savings of energy is achieved.

- No specific investments have been made for reduction in energy consumption.

B) Technology Absorption:

Company''s products are manufactured by using in house/domestic know how and no outside Technology is being used for
manufacturing activities. Therefore no technology absorption is required. Further, the company has not incurred any
expenses towards Research & Development.

C) Foreign Exchange earnings and Outgo:

The Company has not imported any raw materials, spare parts and components during the financial year and company has
earned 3309.64 LACS as a earning in foreign exchange (Export of goods calculated on FOB basis) and there was no foreign
exchange outgo during the under review.

42. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors'' Responsibility Statement referred to in Section 134 (3) (c) of the Companies Act, 2013 shall state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
at the end of the financial year and profit of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

43. SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings
(SS-2) issued by the Institute of Company Secretaries of India.

44. PROHIBITION OF INSIDER TRADING:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as
amended (PIT Regulations), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading
by Insiders" ("the Code"). The Code is applicable to all Directors, Designated persons and connected Persons and their
immediate relatives, who have access to unpublished price sensitive information relating to the Company.

The Company has also formulated a ''Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information (UPSI)'' in compliance with the PIT Regulations.

The aforesaid Codes are posted on the Company''s website and can be accessed by using web link at:
https://www.captaintechnocast.com/insider-trading-policy.html

45. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards
of integrity and are highly qualified, recognized and respected individuals in their respective fields. It''s an optimum mix of
expertise (including financial expertise), leadership and professionalism.

46. CEO/CFO CERTIFICATION:

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as
amended from time to time, the Managing Director and CFO of the Company have certified the accuracy of the Financial
Statements and adequacy of Internal Control Systems for financial reporting for the year ended 31st March, 2025. The
certificate is annexed in ANNEXURE-7.

47. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL
WITH THE COMPANY''S CODE OF CONDUCT:

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across
the Company. This Code is reviewed on an annual basis and the latest Code is available on the website of the Company at
web link https://www.captaintechnocast.com/code-of-conduct.html

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time, a
confirmation from the Managing Director regarding compliance with the Code by all the Directors and senior management of
the Company is annexed in ANNEXURE-8.

48. CAUTIONARY STATEMENT:

The Annual Report including those which relate to the Directors'' Report, Management Discussion and Analysis Report may
contain certain statements on the Company''s intent expectations or forecasts that appear to be forward-looking within the
meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed
herein. The Company bears no obligations to update any such forward looking statement. Some of the factors that could
affect the Company''s performance could be the demand and supply for Company''s product and services, changes in
Government regulations, tax laws, forex volatility etc.

49. ACKNOWLEDGEMENT:

The Directors take this opportunity to thank the shareholders, bankers and the financial institutions for their cooperation and
support to the operations and look forward for their continued support in future. The Directors also thank all the customers,
vendor partners, also mention government and government authorities and other business associates for their continued
support during the year. The Directors place on record their appreciation for the hard work put in by all employees of the
Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
CAPTAIN TECHNOCAST LIMITYED

SD/- SD/-

ANILBHAI V. BHALU SHAILESH K.BHUT

MANAGING DIRECTOR WHOLE TIME DIRECTOR

DIN: 03159038 DIN: 03324485

REGISTERED OFFICE:

SURVEY NO-257,

PLOT NO. 4, N.H.8-B,

SHAPAR-VERAVAL

RAJKOT-360024

DATE: 08.05.2025
PLACE: RAJKOT

Mar 31, 2024

The Directors present this Annual Report of Captain Technocast Limited (the Company) along with the audited financial statements for the financial year ended March 31, 2024.

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or reenactments) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report covers the financial results and other developments during the financial year ended on 31st March, 2024, in respect of Captain Technocast Limited.

1. FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS:

1.1 The financial performance of the Company for the financial year ended 31st March, 2024 is summarized below

(Rs. In Lakhs)
Particulars	CONSOLIDATED		STANDALONE
	Year Ended	Year Ended	Year Ended	Year Ended
	on	on	On	On
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from operations	6422.91	5908.75	6266.98	5908.75
Other Income	90.52	69.06	89.38	69.06
Total Revenue	6513.43	5977.81	6356.36	5977.81
Operating and Administrative expenses	5782.04	5338.09	5627.84	5338.09
Operating Profit before finance costs, Depreciation and Tax	731.39	648.47	728.52	639.72
Less: Depreciation and Amortization expenses	129.45	138.75	129.43	138.75
Profit before finance costs, exceptional items, tax and Deff tax adjustable in/(recoverable from) future tariff	601.94	509.72	599.09	500.97
Less: Finance Costs	111.79	108.80	129.43	108.80
Less: Exceptional Item	0	0	0	0
Profit Before Tax (PBT)	490.15	392.16	487.30	392.17
Provision for Tax (Including Deferred Tax)	111.79	108.86	116.99	106.65
Profit after Tax	385.30	292.06	370.31	285.52
Other Comprehensive Income	-0.70	0	0	0
Total Comprehensive Income for the year	384.60	292.06	370.31	285.52
Profit available for appropriation	384.60	292.06	370.31	285.52
Other Equity opening balance	988.25	716.60	989.01	723.91
Add: Profit for the year	384.60	292.06	370.31	285.52
Other Equity closing balance	1372.85	988.25	1359.32	989.01

Standalone Financial Results:

During the Financial Year (FY) 2023-24, the Company has achieved operating income of Rs. 6356.36 Lakhs as compared to Rs. 5977.81 Lakhs in FY 2022-23. The profit before tax for FY 2023-24 stood at Rs. 487.30 Lakhs compared to Rs. 392.17 Lakhs achieved in FY 2022-23. The profit after tax stood at Rs. 370.31 Lakhs for FY 2023-24 as compared to Rs. 285.52 Lakhs for the previous year.

Consolidated Financial Results:

The Company''s consolidated revenue for FY 2023-24 was Rs. 6513.73 Lakhs as compared to Rs. 5977.81 Lakhs for the previous year. During the year under review, the consolidated profit after tax stood at Rs. 385.30 Lakhs as compared to Rs. 292.06 Lakhs for the previous year.

2. STATEMENT OF DEVIATION OR VARIATION

Disclosure pertaining to statement on deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue etc. are not applicable to the Company. Because of your company has not issue shares and other securities during the year under review.

3. BUY-BACK OF SHARES:

During the financial year under review no shares were bought back by the Company.

4. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

There are no shares in the demat suspense account or unclaimed suspense account during the year.

5. EMPLOYEE STOCK OPTION SCHEME (ESOP):

The Company does not have any Employee Stock Option Scheme (ESOP).

6. HUMAN RESOURCES DEVELOPMENT: -

Continuous effort is put in to improve the working environment with a focus on employee well-being and capability building enabling them to perform their best for the Company. We provide robust leadership development efforts to home employee skills and help keep the Company ahead of the curve. People are our real strength and therefore while pursuing best-in-class performance; the Company is significantly increasing its investment in its employees with training and development. The Company invests in training and knowledge.

7. TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the company to the Investor Education and Protection Fund ("IEPF").

In terms of the foregoing provisions of the Companies Act, 2013, there is no dividend which remains outstanding or remain to be paid and require to be transferred to the IEPF by the Company during the year under review.

8. SHARE CAPITAL:

During the year under review, the Company has not altered/modified its authorised share capital and has not issued any shares. The Company has not issued any sweat equity shares to its directors or employees.

The Paid-up Share Capital of the Company as on 31st March, 2024 is Rs. 10,21,00,500/- divided into 1,02,10,050 Equity Shares of Rs. 10/- each fully paid up.

During the year under review, the Company has not issued shares with differential voting rights. As on March 31, 2024, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

9. RESERVES AND SURPLUS:

The Company has transferred amount of the surplus of P & L account for the financial year ended 31st March, 2024.

10. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations 2015 (LODR Regulation) read with Schedule V thereto, is forms part of this Annual Report as ANNEXURE-1

11. CORPORATE GOVERNANCE:

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not required to form Corporate Social Responsibility Committee pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year ended 31st March, 2024 to which the Financial Statements relates and the date of signing of this report.

14. RISK MANAGEMENT POLICY:

Pursuant to Regulation 212(5) of SEBI (LODR) Regulations, 2015, the company does not fall under list of Top 1000 companies and thus the company is not required to frame Risk Management Policy mandatorily.

The Company has a well-defined risk management framework in place. The Company has established procedures to periodically place before the Audit Committee and the Board, the risk assessment and minimization procedures being followed by the Company and steps taken by it to mitigate these risks.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES:

The Company has formulated a comprehensive Whistle Blower Policy in compliance with the provisions of Section 177(9) and 177(10) of The Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 with a will to enable the stakeholders, including directors, individual employees to freely communicate their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company. Pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E of Schedule V Company is exempted for upload whistle blower policy on company''s website and give a link in director report.

16. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place a policy on prevention, prohibition and redressal of Sexual Harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee has been setup to redress the complaints received on the sexual harassment. All employees of the Company are covered under this policy.

No complaints on sexual harassment were received during the year 2023-24.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During Financial Year 2023-24, all contracts/arrangements/transactions entered into by the Company with related parties under Section 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 transactions with related parties in accordance with Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

There were materially significant Related Party Transactions made by the Company during the year that would have required shareholders'' approval under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 and approval is taken in EGM dated 18.07.2024.

The Related Party Transactions were placed before the Audit Committee for prior approval, as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018. A statement of all Related Party Transactions was placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value of the transactions.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 and in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018, is annexed to this report as ANNEXURE-3.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Pursuant to Section 186 of the Companies Act, 2013, disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements to the Members of CAPTAIN TECHNOCAST LIMITED of even date of Standalone Financial Statements.

19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

There was no application made or any proceeding pending under The Insolvency & Bankruptcy Code, 2016 against/by the company during the period under review.

20. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

There was no valuation done in the company as there is no such incidents of one-time settlement.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant / material orders passed by the regulators or courts or tribunals during the financial year under review, impacting the going concern status and Company''s operations in future.

22. ANNUAL RETURN:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 the Annual Return of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 (as amended), is placed on the website of the Company and is accessible at the web-link https://www.captaintechnocast.com/annual-returns.html

23. CREDIT RATING:

During the year under review, the requirement of credit rating of securities of company was not applicable and hence no credit rating has been undertaken.

24. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review and as such, no amount on account of principal or interest on deposits from public was outstanding as on 31st March, 2024.

25. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE:

25.1 Details of subsidiaries:

A. CAPTAIN CASTECH LIMITED:

i. During the year under review, Captain Castech Limited, Subsidiary has posted a NIL turnover. The profit for the year amounted NIL.

ii. Captain Castech Limited was not a material subsidiary of the Company.

B. X2 VALVES PVT LTD

i On 14^th JULY,2023 company has incorporated its subsidiary viz. X2 VALVES PVT LTD with 70% capital investment in it.

25.1 Details of associate:

C. CAPTAIN METCAST PRIVATE LIMITED:

i. During the year under review, Captain Metcast Private Limited, Associate Company has posted a turnover of Rs. 14625.327/- Thousands as against Rs. 12258.154/- Thousands in F.Y. 2022-23. The profit for the year amounted to RS.632.980 /- Thousand increased from Loss of Rs. 437.464/- Thousand in F.Y. 2022-23.

25.2 Details of Subsidiaries or/ and Associates Companies:

Captain Metcast Private Limited which is an associate Company in which your Company is holding 20% of equity shares achieved a turnover of Rs. 14625.327/- Thousands as against Rs. 12258.154/- Thousands in F.Y. 2022-23. The Profit for the year was RS.632.980 /- Thousand increased from Loss of Rs. 437.464/- Thousand in F.Y. 2022-23.

Captain Castech Limited which is a subsidiary Company in which your Company is holding 70% of equity shares achieved a turnover of NIL in FY 2023-24 as against the NIL in FY 2022-23. The Profit for the year was NIL as against profit of NIL in FY 2022-23.

X2 Valves Pvt Ltd which is a subsidiary Company in which your Company is holding 70% of equity shares achieved a turnover of Rs.1559.333/- thousand in FY 2023-24. The Profit for the year was Rs.23.31 thousands in FY 2023-24.

Pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company''s Subsidiaries and Associate Company in Form No. AOC-1 is annexed to this report as ANNEXURE-4.

26. CHANGE IN NATURE OF BUSINESS:

During the year under review, there has been no change in the Company''s nature of business.

27. DIRECTORS:

The Board of the Company is duly constituted. None of the directors of the Company is disqualified under the provisions of the Companies Act, 2013 or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Anilbhai Vasantbhai Bhalu (DIN: 03159038 ), Director, retires by rotation and being eligible, offers himself for reappointment at the ensuing AGM. His appointment is placed for approval of the members and forms part of the notice of the 14th AGM. The information about the Director seeking his reappointment as per Para 1.2.5 of Secretarial Standards on General Meetings and Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 has been given in the notice convening the 14th AGM.

28. KEY MANAGERIAL PERSONNEL:

Pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:

i. Mr. Anilbhai Vasantbhai Bhalu, Chairman and Managing Director;

ii. Mr. Shailesh Karshanbhai Bhut, Whole Time Director;

iii. Mr. Prashant Bhupatbhai Bhatti, Chief Financial Officer;

iv. Ms. Urvi Kesariya, Company Secretary and Compliance Officer.(resigned w.e.f 30.03.2024)

The remuneration and other details of these Key Managerial Personnel for Financial Year 2023-24 are provided in the Annual Return which is available on the website of the Company.

As per the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018, the following committees were constituted and the composition, meeting of committees held during the year are as follows.

i. Audit Committee:

The Composition of the Audit Committee is as follows:

1. Mr. Jentilal Popatbhai Godhat, Independent Director (Chairman);

2. Mrs. Laxmipriya Binodkumar Dasmohpatra (Member)

3. Mr. Anilbhai vasantbhai bhalu, Managing Director (Member)

During the financial year 2023-24, Audit Committee met four times on 16^th May, 2023, 21^st August 2023, 06^th November, 2023 and 24^th January, 2024.

ii. Nomination and Remuneration Committee:

The Composition of the Nomination and Remuneration Committee is as follows:

1 Mr. Jentilal Popatbhai Godhat- Chairman

2 - Mrs. Laxmipriya Binodkumar Dasmohapatra Member

3 Mr. Gopal Devrajbhai Khichadia- Member

During the financial year 2023-24, Nomination and Remuneration Committee met four times on 16^th May, 2023, 21^stAugust 2023, 06^th November, 2023 and 24^th January, 2024.

iii. Stakeholders Relationship Committee:

The Composition of the Stakeholders Relationship Committee is as follows:

1 Mr. Jentilal Popatbhai Godhat- Chairman

2 Mrs. Laxmipriya Binodkumar Dasmohapatra - Member

3 Mr. Shailesh Karshanbhai Bhut- Member

During the financial year 2023-24, Stakeholders Relationship Committee met four times on 16^th May, 2023, 21^st August 2023, 06^th November, 2023 and 24^th January, 2024.

30. INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls and their Adequacy

In terms of Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control means the policies and procedures adopted by a company for ensuring orderly and efficient conduct of its business, including adherence to company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

Internal Control over Financial Reporting (ICFR) remains an important component to foster confidence in a company''s financial reporting, and ultimately, streamlining the process to adopt best practices. The Company through Internal Audit Program is regularly conducting test of effectiveness of various controls. The ineffective and unsatisfactory controls are reviewed and remedial actions are taken immediately. The internal audit plan is also aligned to the business objectives of the Company which is reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the adequacy and effectiveness of the Company''s internal control framework.

Adequate internal financial controls are in place which ensures the reliability of financial and operational information. The regulatory and statutory compliances are also ensured.

Internal Control systems and their Adequacy

The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, accounting procedures and policies within the Company. Based on the report of internal audit function, process owners undertake corrective action in respective areas and thereby strengthen the controls. Significant observations and corrective actions thereon are presented to the Audit Committee from time to time.

31. AUDITORS & AUDITORS REPORT:

A. Statutory Auditors

The Shareholders at their meeting held on 30^th September, 2023 had appointed M/S J C Ranpura & Co., Chartered Accountants (having Firm Registration Number is 108647W), Star Avenue, First Floor, Dr. Radha krishna Road, Opp. Rajkumar College, Rajkot -380001, as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the 13^th AGM (2023) till the conclusion of 18th AGM (2028).

B. Statutory Audit Report

There are no qualifications, reservations or adverse remarks made by M/S J C Ranpura & Co, Statutory Auditors (having Firm Registration Number is 108647W), in their report for the financial year ended 31st March, 2024.

C. Consolidated Financial Statements

The directors have pleasure in attaching the consolidated financial statements pursuant to section 129(3) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time and prepared in accordance with the Accounting Principles generally accepted in India.

In accordance with the Section 129(3) of the Companies Act, 2013, the audited consolidated financial statements are provided in this Annual Report.

D. Internal Auditor

CA PARIN PATEL , Rajkot, who are the Internal Auditors have carried out internal audit for the financial year 2023-24. Their reports were reviewed by the Audit Committee.

E. Cost Auditor

During the Financial Year 2023-24, your Company is not required to maintain cost records under Companies (Cost Records and Audit) Rules, 2014.

For the purposes of sub-section (I) of section 148 of the Companies Act, 2013. the class of companies, including foreign companies defined in clause (42) of section 2 of the Companies Act, 2013, engaged in the production of the goods or providing services, specified in the table, having an overall turnover from all its products and services of rupees thirty five crore or more during the immediately preceding financial year, shall include cost records for such products or services in their books of account. The Company is doing the business of manufacturing of casting products which is not in the table. Accordingly, company is not appointed cost auditor.

F. Secretarial Auditor and Secretarial Audit

The Secretarial Audit Report in form MR-3 is annexed of the Directors'' Report as ANNEXURE-5. The report does contain any qualification, reservation, adverse remark or disclaimer.

G. Annual Secretarial Compliance Report

Being SME listed company 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 not applicable to the Company.

H. Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors, Internal Auditors, Cost Auditors and Secretarial Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

32. MEETINGS OF THE BOARD AND COMMITTEES:

During the Financial Year 2023-24, the Board of Directors met eleven (11) times and the details of the meetings of the Board and its Committees are given in the Corporate Governance Report (ANNEXURE 2).

The gap intervening between two meetings was within the time prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018.

Details of attendance of meetings of Committees and the Annual General Meeting are included in the Report on Corporate Governance, which forms part of this Annual Report.

33. MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018, The independent directors of the listed entity shall hold at least one meeting in a financial year, without the presence of non- independent directors and members of the management and all the independent directors shall strive to be present at such meeting.

During the financial year under review, the Independent Directors of the Company met on 30.03.2024 inter-alia, to discuss:

i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii) Evaluation of performance of the Chairman of the Company, taking into view of Executive and Non-Executive Directors.

iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

34. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time confirming compliance with the criteria of independence as stipulated under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time and there has been no change in the circumstances which may affect their status as Independent Directors during the year 2023-24.

All Independent Directors of the Company have affirmed compliance with the Schedule IV of the Companies Act, 2013 and Company''s Code of Conduct for Directors and Employees for the Financial Year 2023-24.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (''IICA'') towards the inclusion of their names in the data bank maintained with it and they have /have not appeared/ exempted for proficiency self-assessment test during the period under review.

35. NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES:

None of the Independent / Non- Executive Directors have any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

36. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Familiarization program aims to provide insight to the Independent Directors to understand the business of the Company. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities.

All the Directors of the Company are updated as and when required, of their role, rights, responsibilities under applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time, Secretarial Standards; nature of industry in which the Company operates, business model of the Company, etc. The Company holds Board and the Committee Meetings from time to time. The Board of Directors has complete access to the information within the Company. The Independent Directors have the freedom to interact with the Company''s management. Directors are also informed of the various developments in the Company through various modes of communications. All efforts are made to ensure that the Directors are fully aware of the current state of affairs of the Company and the industry in which it operates.

The details of the familiarization programme undertaken have been uploaded on the Company''s website: NA as the company is listed on SME platform .

37. PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES:

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 Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time.

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

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of 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.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

38. DIRECTORS'' APPOINTMENT AND REMUNERATION POLICY:

The Company has on the recommendation of the Nomination & Remuneration Committee framed and adopted a Nomination and Remuneration Policy in terms of the Section 178 of the Companies Act, 2013. The policy, inter alia lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management personnel of the Company.

The policy on The Nomination & remuneration Policy of the Company and other matters provided in Section 178(3) of the Companies Act, 2013 has been annexed as ANNEXURE 6.

The Nomination & Remuneration Policy of the Company is on the website of the Company: NA as the company is listed on SME platform.

39. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in ANNEXURE-6 of this Report.

The information required under Section 197(12) of Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, is provided in the ANNEXURE-6 forming part of the Report.

During the year, the Company had no employee who was employed throughout the Financial Year or part thereof and was in receipt of remuneration, which in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-Time Director or Manager and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company.

40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time, the initiatives taken by the Company from an environmental, social and governance perspective for the Financial Year 2023-24 has been given in the Business Responsibility and Sustainability Report (BRSR) as per the format specified by SEBI Circular no. SEBI/HO/CFD/CMD- 2/P/CIR/2021/562 dated 10th May, 2021 which forms part of this report. NOT APPLICABLE pursuant of the regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time the requirement of submitting a business responsibility report shall be discontinued after the financial year 2022-23 and thereafter, with effect from the financial year 2023-24, the too one thousand listed entities based on market capitalization as on 31.03.2024 shall submit a business responsibility and sustainability report in the format as specified by the Board from time to time. Our company is not in top 1000 companies list provided bv the BSE based on market capitalisation as on 31^st march, 2024.

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

The information pertaining to details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies Accounts Rules, 2014 are as follows:

A) Conservation of energy:

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

- Company ensures that the manufacturing is conducted in the manner where by optimum utilization and maximum possible savings of energy is achieved.

- No specific investments have been made for reduction in energy consumption.

B) Technology Absorption:

Company''s products are manufactured by using in house/domestic know how and no outside Technology is being used for manufacturing activities. Therefore no technology absorption is required. Further, the company has not incurred any expenses towards Research & Development.

C) Foreign Exchange earnings and Outgo:

The Company has not imported any raw materials, spare parts and components during the financial year and company has earned 3192630.19 USD AND 245884.78 EURO as a earning in foreign exchange (Export of goods calculated on FOB basis) and there was an Advertisement Expenditure of NIL EURO foreign exchange outgo during the under review.

42. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors'' Responsibility Statement referred to in Section 134 (3) (c) of the Companies Act, 2013 shall state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and profit of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

43. SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

44. PROHIBITION OF INSIDER TRADING:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to all Directors, Designated persons and connected Persons and their immediate relatives, who have access to unpublished price sensitive information relating to the Company.

The Company has also formulated a ''Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)'' in compliance with the PIT Regulations.

The aforesaid Codes are posted on the Company''s website and can be accessed by using web link at: https://www.captaintechnocast.com/insider-trading-policy.html

45. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. It''s an optimum mix of expertise (including financial expertise), leadership and professionalism.

46. CEO/CFO CERTIFICATION:

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time, the Managing Director and CFO of the Company have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended 31st March, 2024. The certificate is annexed in ANNEXURE-7.

47. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY''S CODE OF CONDUCT:

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. This Code is reviewed on an annual basis and the latest Code is available on the website of the Company at web link https://www.captaintechnocast.com/code-of-conduct.html

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time, a confirmation from the Managing Director regarding compliance with the Code by all the Directors and senior management of the Company is annexed in ANNEXURE-8.

48. CAUTIONARY STATEMENT:

The Annual Report including those which relate to the Directors'' Report, Management Discussion and Analysis Report may contain certain statements on the Company''s intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect the Company''s performance could be the demand and supply for Company''s product and services, changes in Government regulations, tax laws, forex volatility etc.

49. ACKNOWLEDGEMENT:

The Directors take this opportunity to thank the shareholders, bankers and the financial institutions for their cooperation and support to the operations and look forward for their continued support in future. The Directors also thank all the customers, vendor partners, also mention government and government authorities and other business associates for their continued support during the year. The Directors place on record their appreciation for the hard work put in by all employees of the Company.

Mar 31, 2023

The Directors present this Annual Report of Captain Technocast Limited (the Company) along with the audited
financial statements for the financial year ended March 31, 2023.

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s)
or re-enactment(s) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report covers
the financial results and other developments during the financial year ended on 31st March, 2023, in respect
of Captain Technocast Limited.

1 1.1 T belo	. FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS: he financial performance of the Company for the financial year ended 31st March, 2023 is summarized w (Rs. In Lakhs)
	Particulars	CONSOLIDATED		STANDALONE
	Particulars	Year Ended on 31.03.2023	Year Ended on 31.03.2022	Year Ended On 31.03.2023	Year Ended On 31.03.2022
	Revenue from operations	5908.75	5049.26	5908.75	5049.26
	Other Income	77.81	55.00	69.06	55.00
	Total Revenue	5986.56	5104.26	5977.81	5104.26
	Operating and Administrative expenses	5338.09	4521.88	5338.09	4521.88
	Operating Profit before finance costs, Depreciation and Tax	648.47	582.38	639.72	582.38
	Less: Depreciation and Amortization expenses	138.75	137.82	138.75	137.82
	Profit before finance costs, exceptional items, tax and Deff tax adjustable in/(recoverable from) future tariff	509.72	444.56	500.97	444.56
	Less: Finance Costs	108.80	64.38	108.80	64.38
	Less: Exceptional Item	0	0	0	0
	Profit Before Tax (PBT)	400.92	380.18	392.17	380.18
	Provision for Tax (Including Deferred Tax)	108.86	98.27	106.65	98.27
	Profit after Tax	292.06	281.91	285.52	281.91
	Other Comprehensive Income	0	0	0	0
	Total Comprehensive Income for the year	0	0	0	0
	Profit available for appropriation	292.06	281.91	285.52	281.91
	Other Equity opening balance	716.60	482.84	723.91	482.84
	Add: Profit for the year	292.06	274.60	285.52	281.91
	Add: Securities premium	0	0	0	0
	Add/(Less) Other Comprehensive Income /(Loss)	0	0	0	0
	Dividend paid/ to be paid on equity shares	-20.42	-40.84	-20.42	-40.84
	Other Equity closing balance	988.25	716.60	989.01	723.91

Standalone Financial Results:

During the Financial Year (FY) 2022-23, the Company has achieved highest ever operating income of Rs.
5977.81 Lakhs as compared to Rs. 5104.26 Lakhs in FY 2020-21. The profit before tax for FY 2022-23 stood
at Rs. 392.17 Lakhs compared to Rs. 380.18 Lakhs achieved in FY 2021-22. The profit after tax stood at Rs.
285.52 Lakhs for FY 2022-23 as compared to Rs. 281.91 Lakhs for the previous year.

Consolidated Financial Results:

The Company''s consolidated revenue for FY 2021-22 was Rs. 5986.56 Lakhs as compared to Rs. 5104.26
Lakhs for the previous year. During the year under review, the consolidated profit after tax stood at Rs.

292.06 Lakhs as compared to Rs. 274.60 Lakhs for the previous year.

2. DIVIDEND:

The Board of Directors at their meeting held on 16^th May, 2023 has recommended payment of Rs. 0.20/- (Twenty
Paisa Only) per equity share being 2% on the face value of Rs. 10/- each as final dividend for the financial year
ended 31st March, 2023. The payment of dividend is subject to approval of the shareholders at the 13th Annual
General Meeting ("AGM") of the Company.

The dividend if approved by the members would involve a cash outflow of Rs. 20,42,010/-.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or
distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly,
make the payment of the dividend after deduction of tax at source.

Pursuant to provisions of Regulation 43A of the SEBI(Listing Obligations and Disclosure Requirements)
Regulations, 2018, The top 1000 listed entities based on market capitalization (calculated as on March 31 of
every financial year) shall formulate a dividend distribution policy which shall be disclosed on the website of the
listed entity and a web link shall also be provided in their annual reports: NOT APPLICABLE DUE TO the company
is not in top 1000 companies list provided by the BSE based on market capitalisation as on 31^st march, 2023.

3. STATEMENT OF DEVIATION OR VARIATION

Disclosure pertaining to statement on deviation or variation in connection with certain terms of a public issue,
rights issue, preferential issue etc. are not applicable to the Company. Because of your company has not issue
shares and other securities during the year under review.

4. BUY-BACK OF SHARES:

During the financial year under review no shares were bought back by the Company.

5. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

There are no shares in the demat suspense account or unclaimed suspense account during the year.

6. EMPLOYEE STOCK OPTION SCHEME (ESOP):

The Company does not have any Employee Stock Option Scheme (ESOP).

7. HUMAN RESOURCES DEVELOPMENT: -

Continuous effort is put in to improve the working environment with a focus on employee well-being and
capability building enabling them to perform their best for the Company. We provide robust leadership
development efforts to home employee skills and help keep the Company ahead of the curve. People are our
real strength and therefore while pursuing best-in-class performance; the Company is significantly increasing its
investment in its employees with training and development. The Company invests in training and knowledge.

8. TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and Investor Education
and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends of a company
which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend
Account shall be transferred by the company to the Investor Education and Protection Fund ("IEPF").

In terms of the foregoing provisions of the Companies Act, 2013, there is no dividend which remains outstanding
or remain to be paid and require to be transferred to the IEPF by the Company during the year under review.

Dividend Declared for the Last Years
F.Y.	DATE OF DECLARATION	DIVIDEND PER EQUITY SHARES

2017-18	AUGUST 25, 2018	RS. 0.30 PAISE
2018-19	JULY 11, 2019	RS. 0.20 PAISE
2019-20	-
2020-21	SEPTEMBER 30, 2021	RS. 0.20 PAISE

2021-22	SEPTEMBER 30, 2022		RS. 0.20 PAISE \|
Due date for transfer to IEPF, of the unclaimed/unpaid dividends are as under
F.Y. ENDED		DECLARATION DATE		DUE DATE

MARCH 31, 2018		AUGUST 25, 2018		SEPTEMBER 30, 2025
MARCH 31, 2019		JULY 11, 2019		AUGUST 17, 2026
MARCH 31, 2020		-
MARCH 31, 2021		SEPTEMBER 30, 2021		NOVEMBER 06, 2028
MARCH 31, 2022		SEPTEMBER 30, 2022		NOVEMBER 06, 2029

9. SHARE CAPITAL:

During the year under review, the Company has not altered/modified its authorised share capital and has not
issued any shares. The Company has not issued any sweat equity shares to its directors or employees.

The Paid-up Share Capital of the Company as on 31st March, 2023 is Rs. 10,21,00,500/- divided into 1,02,10,050
Equity Shares of Rs. 10/- each fully paid up.

During the year under review, the Company has not issued shares with differential voting rights. As on March
31, 2023, none of the Directors of the Company holds instruments convertible into equity shares of the
Company.

10. RESERVES AND SURPLUS:

The Company has transferred amount of the surplus of P & L account for the financial year ended 31st March,
2023.

11. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of
Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations 2015 (LODR
Regulation) read with Schedule V thereto, is forms part of this Annual Report as ANNEXURE-1

12. CORPORATE GOVERNANCE:

The Company has been complying with the principles of good Corporate Governance over the years and is
committed to the highest standards of compliance. Pursuant to Regulation 34(3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2018 a report on Corporate Governance, forms an integral part of
this Annual Report. Pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI (LODR) Regulations
2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses
(b) to (i) of Regulation 46 (2) and para C , D and E of Schedule V shall not apply the Company. 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 and forms part of this Report as ANNEXURE 2.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not required to form Corporate Social Responsibility Committee pursuant to the provisions of
Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company which have
occurred between the end of the financial year ended 31st March, 2023 to which the Financial Statements
relates and the date of signing of this report.

15. RISK MANAGEMENT POLICY:

Pursuant to Regulation 212(5) of SEBI (LODR) Regulations, 2015, the company does not fall under list of Top
1000 companies and thus the company is not required to frame Risk Management Policy mandatorily.

The Company has a well-defined risk management framework in place. The Company has established
procedures to periodically place before the Audit Committee and the Board, the risk assessment and
minimization procedures being followed by the Company and steps taken by it to mitigate these risks.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES:

The Company has formulated a comprehensive Whistle Blower Policy in compliance with the provisions of
Section 177(9) and 177(10) of The Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2018 with a will to enable the stakeholders, including directors, individual
employees to freely communicate their concerns about illegal or unethical practices and to report genuine
concerns to the Audit Committee of the Company. Pursuant to the Listing Agreement read with Regulation 15(2)
of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in
regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E of Schedule V Company is
exempted for upload whistle blower policy on company''s website and give a link in director report.

17. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place a policy on prevention, prohibition and redressal of Sexual Harassment at workplace
in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Internal Complaints Committee has been setup to redress the complaints received on
the sexual harassment. All employees of the Company are covered under this policy.

No complaints on sexual harassment were received during the year 2022-23.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During Financial Year 2022-23, all contracts/arrangements/transactions entered into by the Company with
related parties under Section 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 transactions with related parties in
accordance with Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its
Powers) Rules, 2014.

There were materially significant Related Party Transactions made by the Company during the year that would
have required shareholders'' approval under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2018.

Pursuant to SEBI Listing Regulations, the resolution for seeking approval of the shareholders on material related
party transactions is being placed at the AGM for F.Y. 2023-24.

The Related Party Transactions were placed before the Audit Committee for prior approval, as required under
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018. A
statement of all Related Party Transactions was placed before the Audit Committee for its review on a quarterly
basis, specifying the nature and value of the transactions.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act,
2013 and in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018, is
annexed to this report as ANNEXURE-3.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013:

Pursuant to Section 186 of the Companies Act, 2013, disclosure on particulars relating to loans, advances,
guarantees and investments are provided as part of the financial statements to the Members of CAPTAIN
TECHNOCAST LIMITED of even date of Standalone Financial Statements.

20. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

There was no application made or any proceeding pending under The Insolvency & Bankruptcy Code, 2016
against/by the company during the period under review.

21. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

There was no valuation done in the company as there is no such incidents of one-time settlement.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant / material orders passed by the regulators or courts or tribunals during the financial
year under review, impacting the going concern status and Company''s operations in future.

23. ANNUAL RETURN:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 the Annual Return of the Company prepared
in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management
and Administration) Rules, 2014 (as amended), is placed on the website of the Company and is accessible at the
web-link https://www.captaintechnocast.com/annual-returns.html

24. CREDIT RATING:

During the year under review, the requirement of credit rating of securities of company was not applicable and
hence no credit rating has been undertaken.

25. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review
and as such, no amount on account of principal or interest on deposits from public was outstanding as on 31st
March, 2023.

26. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE:

26.1 Details of subsidiaries:

A. CAPTAIN CASTECH LIMITED:

i. During the year under review, Captain Castech Limited, Subsidiary has posted a NIL turnover. The profit
for the year amounted NIL.

ii. Captain Castech Limited was not a material subsidiary of the Company.

26.1 Details of associate:

B. CAPTAIN METCAST PRIVATE LIMITED:

i. During the year under review, Captain Metcast Private Limited, Associate Company has posted a
turnover of Rs. 122581.54/- Thousands as against Rs. 6923.22/- Thousands in F.Y. 2021-22. The profit
for the year amounted to RS. 4374.64/- Thousand increased from Loss of Rs. 3655.30/- Thousand in F.Y.
2021-22.

ii. Captain Metcast Private Limited is deemed to be a public company. Company shall issue the security
only in dematerialised form and facilitate dematerialization of all its existing securities in accordance
with provisions of the Depositories Act, 1996 and regulations made there under and under Section
29(1) (b) of the Companies Act, 2013. So, as on date of report securities are not in demat form.

26.2 Details of Subsidiaries or/ and Associates Companies:

Captain Metcast Private Limited which is an associate Company in which your Company is holding 20% of equity
shares achieved a turnover of Rs. 122581.54/- Thousands in FY 2022-23 as against the Rs. 6923.22/- Thousands
in F.Y. 2021-22. The Profit for the year was RS. 4374.64/- Thousand increased from Loss of Rs. 3655.30/-
Thousand in F.Y. 2021-22.

Captain Castech Limited which is a subsidiary Company in which your Company is holding 70% of equity shares
achieved a turnover of NIL in FY 2022-23 as against the NIL in FY 2021-22. The Profit for the year was NIL as
against profit of NIL in FY 2021-22.

Pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules,
2014, a statement containing salient features of the financial statements of the Company''s Subsidiaries and
Associate Company in Form No. AOC-1 is annexed to this report as ANNEXURE-4.

27. CHANGE IN NATURE OF BUSINESS:

During the year under review, there has been no change in the Company''s nature of business.

28. DIRECTORS:

The Board of the Company is duly constituted. None of the directors of the Company is disqualified under the
provisions of the Companies Act, 2013 or the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2018.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr.
Gopal Devrajbhai Khichadia (DIN: 00127947), Director, retires by rotation and being eligible, offers himself for
reappointment at the ensuing AGM. His appointment is placed for approval of the members and forms part of
the notice of the 13th AGM. The information about the Director seeking his reappointment as per Para 1.2.5 of
Secretarial Standards on General Meetings and Regulation 36 (3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2018 has been given in the notice convening the 13th AGM.

29. KEY MANAGERIAL PERSONNEL:

Pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the
Company:

i. Mr. Anilbhai Vasantbhai Bhalu, Chairman and Managing Director;

ii. Mr. Shailesh Karshanbhai Bhut, Whole Time Director;

iii. Mr. Prashant Bhupatbhai Bhatti, Chief Financial Officer;

iv. Ms. Urvi Kesariya, Company Secretary and Compliance Officer.

The remuneration and other details of these Key Managerial Personnel for Financial Year 2022-23 are provided
in the Annual Return which is available on the website of the Company.

30. COMMITTEES:

As per the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2018, the following committees were constituted and the composition, meeting of committees
held during the year are as follows.

i. Audit Committee:

The Composition of the Audit Committee is as follows:

1. Mr. Jentilal Popatbhai Godhat, Independent Director (Chairman);

2. Mr. Pravinaben M Paghdal, Independent Director (Member); and

3. Mr. Anilbhai vasantbhai bhalu, Managing Director (Member)

During the financial year 2022-23, Audit Committee met five times on 20^th April, 2022, 20^th May, 2022, 02^ndSeptember, 2022, 12^th November, 2022 and 28^th February, 2023.

ii. Nomination and Remuneration Committee:

The Composition of the Nomination and Remuneration Committee is as follows:

1. Mr. Jentilal Popatbhai Godhat, Independent Director (Chairman);

2. Mr. Pravinaben M Paghdal, Independent Director (Member); and

3. Mr. Gopal Devrajbhai Khichadia, Director (Member).

During the financial year 2022-23, Nomination and Remuneration Committee met five times on 20^th April,

2022, 20^th May, 2022, 02^nd September, 2022, 12^th November, 2022 and 28^th February, 2023.

iii. Stakeholders Relationship Committee:

The Composition of the Stakeholders Relationship Committee is as follows:

1. Mr. Jentilal Popatbhai Godhat, Independent Director (Chairman);

2. Mr. Pravinaben M Paghdal, Independent Director (Member); and

3. Mr. Shailesh Karshanbhai Bhut, Whole Time Director (Member)

During the financial year 2022-23, Stakeholders Relationship Committee met five times on 20^th April, 2022, 20^thMay, 2022, 02^nd September, 2022, 12^th November, 2022 and 28^th February, 2023.

31. INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls and their Adequacy

In terms of Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control means the policies
and procedures adopted by a company for ensuring orderly and efficient conduct of its business, including
adherence to company''s policies, safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

Internal Control over Financial Reporting (ICFR) remains an important component to foster confidence in a
company''s financial reporting, and ultimately, streamlining the process to adopt best practices. The Company
through Internal Audit Program is regularly conducting test of effectiveness of various controls. The ineffective
and unsatisfactory controls are reviewed and remedial actions are taken immediately. The internal audit plan is
also aligned to the business objectives of the Company which is reviewed and approved by the Audit Committee.
Further, the Audit Committee monitors the adequacy and effectiveness of the Company''s internal control
framework.

Adequate internal financial controls are in place which ensures the reliability of financial and operational
information. The regulatory and statutory compliances are also ensured.

Internal Control systems and their Adequacy

The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the
Company, accounting procedures and policies within the Company. Based on the report of internal audit
function, process owners undertake corrective action in respective areas and thereby strengthen the controls.
Significant observations and corrective actions thereon are presented to the Audit Committee from time to time.

32. AUDITORS & AUDITORS REPORT:

A. Statutory Auditors

The Shareholders at their meeting held on 30^th September, 2022 had appointed M/S J C Ranpura & Co.,
Chartered Accountants (having Firm Registration Number is 108647W), Star Avenue, First Floor, Dr. Radha
krishna Road, Opp. Rajkumar College, Rajkot -380001, as the Statutory Auditors of the Company for a period of
5 years from the conclusion of the 12^th AGM (2022) till the conclusion of 17th AGM (2027).

B. Statutory Audit Report

There are no qualifications, reservations or adverse remarks made by M/S J C Ranpura & Co, Statutory Auditors
(having Firm Registration Number is 108647W), in their report for the financial year ended 31st March, 2023.

C. Consolidated Financial Statements

The directors have pleasure in attaching the consolidated financial statements pursuant to section 129(3) of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended
from time to time and prepared in accordance with the Accounting Principles generally accepted in India.

In accordance with the Section 129(3) of the Companies Act, 2013, the audited consolidated financial statements
are provided in this Annual Report.

D. Internal Auditor

CA JIGNASA PARIKH, Rajkot, who are the Internal Auditors have carried out internal audit for the financial year
2022-23. Their reports were reviewed by the Audit Committee.

E. Cost Auditor

During the Financial Year 2021-22, your Company is not required to maintain cost records under Companies
(Cost Records and Audit) Rules, 2014.

For the purposes of sub-section (I) of section 148 of the Companies Act, 2013. the class of companies, including
foreign companies defined in clause (42) of section 2 of the Companies Act, 2013, engaged in the production of
the goods or providing services, specified in the table, having an overall turnover from all its products and
services of rupees thirty five crore or more during the immediately preceding financial year, shall include cost
records for such products or services in their books of account. The Company is doing the business of
manufacturing of casting products which is not in the table. Accordingly, company is not appointed cost auditor.

F. Secretarial Auditor and Secretarial Audit

The Secretarial Audit Report in form MR-3 is annexed of the Directors'' Report as ANNEXURE-5. The report does
contain any qualification, reservation, adverse remark or disclaimer i.e. Company has complied with The
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; except Company
has not complied with provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, during first three quarter of the year under review.

G. 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 not applicable to the Company.

Further we would like to clarify that the Company is claiming exemption under regulation 15(2) of SEBI LODR as
the Company''s equity shares are listed on SME Platform of BSE LIMITED. As per regulation 15(2) of SEBI LODR,
inter alia, the compliance with the provisions as specified in regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A,
25, 26, 27 and clause (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not
apply in respect of the listed entity which has listed its specified securities on the BSE SME Exchange.

H. Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors, Internal Auditors, Cost Auditors and Secretarial Auditors
have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit
Committee under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

33. MEETINGS OF THE BOARD AND COMMITTEES:

During the Financial Year 2022-23, the Board of Directors met eleven (11) times and the details of the meetings
of the Board and its Committees are given in the Corporate Governance Report (ANNEXURE 2).

The gap intervening between two meetings was within the time prescribed under the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018.

Details of attendance of meetings of the Board:

During the financial year 2022-23, Eleven Board Meetings were held on 20^th APRIL, 2022, 20^th MAY, 2022, 27^thMAY, 2022, 28^th MAY, 2022, 07^th JUNE, 2022, 08^th AUGUST, 2022, 13^th AUGUST, 2022, 02^nd SEPTEMBER, 2022,
12^th NOVEMBER, 2022, 26^th DECEMBER, 2022 and 28^th FEBRUARY, 2023. The composition of the Board,
attendance at the Board Meetings during the year ended on 31st March, 2023 and the last Annual General
Meeting and also the number of other directorships and Committee memberships are given below:

Name of the Director	Category	Attendance particular 2022-23
		Board Meeting held	Board	Last AGM	No. of Directorship in*	Chairman- public
		During tenure of Director	Meeting Attended	Attend or Not	other Public Ltd. Cos	Membership in other Limited Cos
Shri Ramesh D. Khichadia	Director	11	11	YES	3	2
Shri Gopal D. Khichadia	Director	11	11	YES	3	1
Shri Anilbhai V. Bhalu	Managing Director	11	11	YES	1
Shri Shailesh K. Bhut	Whole Time Director	11	11	YES	1	--

Mrs. Pravinaben M.
Paghadal

Independent

Director

YES

Shri Jentilal P. Godhat

Independent

Director

YES

Details of attendance of meetings of Committees and the Annual General Meeting are included in the Report on
Corporate Governance, which forms part of this Annual Report.

34. MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2018, The independent directors of the listed entity
shall hold at least one meeting in a financial year, without the presence of non- independent directors and
members of the management and all the independent directors shall strive to be present at such meeting.

During the financial year under review, the Independent Directors of the Company met on February 28, 2023
inter-alia, to discuss:

i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a
whole.

ii) Evaluation of performance of the Chairman of the Company, taking into view of Executive and Non-Executive
Directors.

iii) Evaluation of the quality, content and timelines of flow of information between the Management and the
Board that is necessary for the Board to effectively and reasonably perform its duties.

35. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from each Independent Director of the Company under Section 149(7)
of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2018 as amended from time to time confirming compliance with the criteria of independence as
stipulated under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time and there has been
no change in the circumstances which may affect their status as Independent Directors during the year 2022Â¬
23.

All Independent Directors of the Company have affirmed compliance with the Schedule IV of the Companies Act,
2013 and Company''s Code of Conduct for Directors and Employees for the Financial Year 2022-23.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate
Affairs (''IICA'') towards the inclusion of their names in the data bank maintained with it and they have not
appeared for proficiency self-assessment test during the period under review.

36. NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES:

None of the Independent / Non- Executive Directors have any pecuniary relationship or transactions with the
Company which in the Judgment of the Board may affect the independence of the Directors.

37. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Familiarization program aims to provide insight to the Independent Directors to understand the business of
the Company. Upon induction, the Independent Directors are familiarized with their roles, rights and
responsibilities.

All the Directors of the Company are updated as and when required, of their role, rights, responsibilities under
applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2018 as amended from time to time, Secretarial Standards; nature of industry in which the
Company operates, business model of the Company, etc. The Company holds Board and the Committee
Meetings from time to time. The Board of Directors has complete access to the information within the Company.
The Independent Directors have the freedom to interact with the Company''s management. Directors are also
informed of the various developments in the Company through various modes of communications. All efforts
are made to ensure that the Directors are fully aware of the current state of affairs of the Company and the
industry in which it operates.

The details of the familiarization programme undertaken have been uploaded on the Company''s website:
Pursuant to the Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate
governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para
C, D and E of Schedule V, as per sub regulation 2(i) of regulation 46 of SEBI (LODR) Regulation, 2015 shall
exempt SME Listed Company to give web link of Familiarisation Programme for Independent Directors as on
Company Website.

38. PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES:

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 Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2018 as amended from time to time.

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

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017. In a separate meeting of independent directors, performance of
non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into
account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors
on the basis of 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.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and
Remuneration Committee, the performance of the Board, its Committees, and individual directors was also
discussed. Performance evaluation of independent directors was done by the entire Board, excluding the
independent director being evaluated.

39. DIRECTORS'' APPOINTMENT AND REMUNERATION POLICY:

The Company has on the recommendation of the Nomination & Remuneration Committee framed and adopted
a Nomination and Remuneration Policy in terms of the Section 178 of the Companies Act, 2013 with effect from
2nd July, 2018. The policy, inter alia lays down the principles relating to appointment, cessation, remuneration
and evaluation of directors, key managerial personnel and senior management personnel of the Company.

The policy on The Nomination & remuneration Policy of the Company and other matters provided in Section
178(3) of the Companies Act, 2013 has been annexed as ANNEXURE 6.

The Nomination & Remuneration Policy of the Company is on the website of the Company: Pursuant to the
Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance
provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E of
Schedule V. as per sub regulation 4 of regulation 19 and as specified as in Part D of the Schedule II of SEBI
(LODR) Regulation, 2015 shall exempt SME Listed Company to give web link of Directors'' Appointment And
Remuneration Policy as on Company Website.

40. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in ANNEXURE-6 of this Report.

The information required under Section 197(12) of Companies Act, 2013 read with Rule 5(2) and (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including amendment
thereto, is provided in the ANNEXURE-6 forming part of the Report.

During the year, the Company had no employee who was employed throughout the Financial Year or part
thereof and was in receipt of remuneration, which in the aggregate, or as the case may be, at a rate which, in
the aggregate, is in excess of that drawn by the Managing Director or Whole-Time Director or Manager and
holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the
Company.

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018
as amended from time to time, the initiatives taken by the Company from an environmental, social and
governance perspective for the Financial Year 2022-23 has been given in the Business Responsibility and
Sustainability Report (BRSR) as per the format specified by SEBI Circular no. SEBI/HO/CFD/CMD-
2/P/CIR/2021/562 dated 10th May, 2021 which forms part of this report. NOT APPLICABLE pursuant of the
regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as
amended from time to time the requirement of submitting a business responsibility report shall be
discontinued after the financial year 2021-22 and thereafter, with effect from the financial year 2022-23, the
top one thousand listed entities based on market capitalization as on 31.03.2023 shall submit a business
responsibility and sustainability report in the format as specified by the Board from time to time. Our
company is not in top 1000 companies list provided by the BSE based on market capitalisation as on 31^st march,
2023.

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

The information pertaining to details of conservation of energy, technology absorption, foreign exchange
earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies Accounts Rules, 2014 are as follows:

A) Conservation of energy:

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

- Company ensures that the manufacturing is conducted in the manner where by optimum utilization
and maximum possible savings of energy is achieved.

- No specific investments have been made for reduction in energy consumption.

B) Technology Absorption:

Company''s products are manufactured by using in house/domestic know how and no outside Technology is
being used for manufacturing activities. Therefore no technology absorption is required. Further, the company
has not incurred any expenses towards Research & Development.

C) Foreign Exchange earnings and Outgo:

The Company has not imported any raw materials, spare parts and components during the financial year and
company has earned 1245533.40 USD AND 130316.84 EURO as a earning in foreign exchange (Export of goods
calculated on FOB basis) and there was an Advertisement Expenditure of 5950 EURO foreign exchange outgo
during the under review.

43. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors'' Responsibility Statement referred to in Section 134 (3) (c) of the Companies Act, 2013 shall state
that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and profit of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

44. SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS-1) and
General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

45. PROHIBITION OF INSIDER TRADING:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised "Code of Conduct to
Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to all Directors,
Designated persons and connected Persons and their immediate relatives, who have access to unpublished price
sensitive information relating to the Company.

The Company has also formulated a ''Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information (UPSI)'' in compliance with the PIT Regulations.

The aforesaid Codes are posted on the Company''s website and can be accessed by using web link at:
https://www.captaintechnocast.com/insider-trading-policy.html

46. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR:

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold
highest standards of integrity and are highly qualified, recognized and respected individuals in their respective
fields. It''s an optimum mix of expertise (including financial expertise), leadership and professionalism.

47. CEO/CFO CERTIFICATION:

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2018 as amended from time to time, the Managing Director and CFO of the Company have certified the accuracy
of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended
31st March, 2023. The certificate is annexed in ANNEXURE-7.

48. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL
WITH THE COMPANY''S CODE OF CONDUCT:

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business
practices across the Company. This Code is reviewed on an annual basis and the latest Code is available on the
website of the Company at web link https://www.captaintechnocast.com/code-of-conduct.html

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time
to time, a confirmation from the Managing Director regarding compliance with the Code by all the Directors and
senior management of the Company is annexed in ANNEXURE-8.

49. CAUTIONARY STATEMENT:

The Annual Report including those which relate to the Directors'' Report, Management Discussion and Analysis
Report may contain certain statements on the Company''s intent expectations or forecasts that appear to be
forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may
differ materially from what is expressed herein. The Company bears no obligations to update any such forward
looking statement. Some of the factors that could affect the Company''s performance could be the demand and
supply for Company''s product and services, changes in Government regulations, tax laws, forex volatility etc.

50. ACKNOWLEDGEMENT:

The Directors take this opportunity to thank the shareholders, bankers and the financial institutions for their
cooperation and support to the operations and look forward for their continued support in future. The Directors
also thank all the customers, vendor partners, also mention government and government authorities and other
business associates for their continued support during the year. The Directors place on record their appreciation
for the hard work put in by all employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
CAPTAIN TECHNOCAST LIMITYED

SD/- SD/-

ANILBHAI V. BHALU SHAILESH K.BHUT

MANAGING DIRECTOR WHOLE TIME DIRECTOR
DIN: 03159038 DIN: 03324485

REGISTERED OFFICE:

SURVEY NO-257,

PLOT NO. 4, N.H.8-B,

SHAPAR-VERAVAL

RAJKOT-360024

DATE: 16.05.2023
PLACE: RAJKOT

Mar 31, 2018

Dear Member,

The Directors have pleasure in presenting the 8th Annual Report along with the audited statements of accounts of your Company for the financial year ended 31st March, 2018.

Financial Results

The working results of the company for the year ended 31-03-2018 stands as under: (Rs. In Lakhs)

Particulars	Year Ended on 31.03.2018	Year Ended on 31.03.2017
Total Revenue	1,942.06	1,668.03
Profit before finance costs, Depreciation, Extraordinary items & Tax	287.96	266.66
Less: Finance Costs	47.45	25.57
Less: Depreciation and Amortization	71.77	41.16
Add: Extra ordinarily Items	-	4.24
Profit Before Tax (PBT)	168.74	195.69
Provision for Tax (Differed Tax)	47.99	69.76
Profit after Tax	120.75	125.93
Balance brought forward from previous year	154.87	28.94
Profit available for appropriation	275.63	154.87
Adjustment Relating to Carrying amount of Assets	-	-
Balance Carried to Balance Sheet	275.63	154.87
Share Premium	247.50	-
Paid-up Capital	510.50	410.88
Reserve and Surplus	523.13	154.88

Financial Highlights

During the year under review company has total revenue of Rs. 1942.06 lakhs as against the previous year turnover of Rs. 1668.03 lakhs which shows increase of 16.43% in comparison with the previous year. Profit before tax fall by 13.77% as compared to previous year. The net profit after tax of the company decreased by 4.11% with compared to previous year. However, the company is still striving for better performances in coming future and is hopeful to achieve better results.

Dividend

Your board of director has recommended dividend of Rs 0.30/- per share of Rs.10/- each for F.Y 2017-18 amounting to Rs. 15,31,508/- and the said dividend will be approved and paid without deduction of tax to the equity shareholders of the company. The dividend payment is subject to approval of members at the ensuing Annual General Meeting.

Deposits

The Company has not accepted any fixed deposits during the year to which the provisions of Section 73 of the Companies Act, 2013 are applicable.

Board of Directors and Key Managerial Personnel

Mr. Anilbhai V. Bhalu (Managing Director), Mr. Shailesh K. Bhut (Whole Time Director), Mr. Prashant B. Bhatti (Chief Financial Officer) and Ms. Urvi H. Kesariya (company Secretary) are the Whole-time Key Managerial Personnel of the Company.

Mr. Shailesh K. Bhut, retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his appointment.

The Board has considered the declarations given by independent directors under sub-section(6) of Section 149 and the companyâs policy on directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director . The Board has further evaluated its own performance and that of its committees and individual directors. None of the Directors is disqualified under Section 164 of the Companies Act, 2013.

Meetings of the Board of Directors

During the current financial year, the Board of Directors of the Company duly met 22 times. Proper notices were given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act.

Directorsâ Responsibility Statement

Pursuant to the requirement of Section 134 (3) and (5) of the Companies Act, 2013, your Directors confirm that:-

(a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures;

(b) 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 your Company at the end of the financial year and of the profit of the Company for that year;

(c) 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 your Company and for preventing and detecting fraud and other irregularities;

(d) Prepared the Annual Accounts on a going concern basis;

(e) Had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(f) Devised proper systems to ensure compliance with the provisions of all applicable laws and those such systems were adequate and operating effectively;

Auditors

M/S SVK & ASSOCIATES, Chartered Accountants, Ahmadabad were appointed as Statutory Auditors of the Company up to the conclusion of upcoming Annual General Meeting of the company. M/S SVK & ASSOCIATES, Chartered Accountants, Ahmadabad has given their consent to act as statutory auditor of company for term of 5 years (till the conclusion of 13th annual general meeting).

Auditorsâ report

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

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 not mandatorily applicable to our Company for the financial year 2017-18 hence; no such audit has been carried out during the year.

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.

Listing and Dematerialization

During the year the equity shares of the Company are listed on the SME Platform of Bombay Stock Exchange Ltd (BSE) on 1st August, 2017. All the shares of company are in dematerialize form.

Extract of Annual Return

The details regarding extract of Annual Return in Form No: MGT-9 pursuant to Section 92 of Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure - B.

Related Party Transactions

There were no materially significant related party transactions which could have had a potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business on armâs length and are periodically placed before the Audit Committee and Board for its approvals and the particulars of contracts entered during the year, in Form AOC-2 is enclosed as Annexure - C.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company.

Conservation of Energy

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

(a) Company ensures that the trading is conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

(b) No specific investments have been made for reduction in energy consumption.

Technology Absorption

Companyâs products are manufactured by using in house/domestic know how and no outside Technology is being used for manufacturing activities. Therefore no technology absorption is required. Further, the company has not incurred any expenses towards Research & Development.

Foreign Exchange Earnings and Outgo

The Company has not imported any raw materials, spare parts and components during the financial year and company has earned Rs. 71,16,985/- as a earning in foreign exchange (Export of goods calculated on FOB basis) and there was no foreign exchange outgo during the under review.

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. Pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C , D and E of Schedule V shall not apply the Company. 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 Annexure - D and forms part of this Report. As required under SEBI (LODR) Regulations 2015 the Management Discussion and Analysis Report is annexed as Annexure - E and forms part of this Report.

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.

Corporate Social Responsibility (CSR)

Company has generally taken corporate social responsibility initiatives. However, the present financial position of the company does not mandate the implementation of corporate social responsibility activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013. The company will constitute CSR Committee, develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

Vigil Mechanism

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

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.

Adequacy of Internal Financial Controls with reference to the Financial Statements

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 Companyâs 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.

Material Changes and Commitments

No material changes and commitments, affecting the financial position of the Company has been occurred between the end of the financial year 2017-18 and till the date of this report.

Statutory Orders

No significant and material orders were passed by Courts, Tribunals and other Regulatory Authorities affecting the going concern status of the Companyâs operations.

Unclaimed Dividend

There is no balance lying in unpaid equity dividend account as company has not declared any dividend till this date.

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.

Disclosure under the Sexual Harassment of Women at the work place (Prevention, prohibition and Redressal) Act, 2013

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. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the year 2017- 2018.

Acknowledgement

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

Survey No-257, Plot No. 4,

N.H. No. 8-B, Shapar - Veraval, Dist. Rajkot - 360024.

Sd/- Sd/-

Date : 14.05.2018 Managing Director Whole time Director

Place : Rajkot Anilbhai V. Bhalu Shailesh K. Bhut

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