Your Directors have pleasure in presenting the 16th Annual Report along with the audited statements of accounts of your
Company for the financial year ended 31st March, 2025.

1. FINANCIAL RESULTS:

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

The Financial highlight is depicted below: (Rs. In Lakhs)

2. PERFORMANCE HIGHLIGHTS

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

B. OPERATING AND ADMINISTRATIVE EXPENSES

The operating Expenses of Rs. 6871.70 Lakhs during FY 2024-25, as compared to previous financial year 2023-24 incurred of
Rs.6866.39 Lakhs.

C. DEPRECIATION AND AMORTISATION EXPENSES

The depreciation Expenses of Rs.91.39 Lakhs during FY 2024-25, as compared to previous financial year 2023-24 incurred of
Rs. 104.79 lakhs.

D. FINANCE COST

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

E. TOTAL PROFIT AFTER TAX FOR THE YEAR

Profit After Tax (PAT) experienced a increase by 10.80% from Rs. 398.22 Lakhs in FY24 to Rs. 441.03 Lakhs in FY25,
underscoring our sustained commitment to operational excellence and fiscal prudence.

F. TRANSFER TO RESERVES

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

During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock
options or sweat equity.

- There was increase in authorised capital upto Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 20,00,00,000
(Twenty Crores) Equity Shares of Re. 1/- (Rupee One Only) from existing Rs.16,00,00,000/- (Rupees Sixteen Crore only), divided
into 16,00,00,000 (Sixteen Crore) Equity Shares of Re. 1/- (Rupee One) each and consequential amendment to the capital
clause of Memorandum of Association of Company via shareholder ordinary resolution passed in EGM dated 20.07.2024

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

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

3. DIVIDENDS:

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

4. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the Company between the end of financial
year of the company and the date of this report.

5. FIXED DEPOSITS:

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

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. BOARD COMPOSITION

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

- Mr. Kantilal M. Gedia (Whole Time Director),

- Mr. Jaydeep Pansuriya (Chief Financial Officer ) and

- Ms. Hiral Gudhka (Company Secretary)

are the Whole-time Key Managerial Personnel of the Company.

B. DIRECTOR RETIRING BY ROTATION

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Kantilal M. Gedia
(DIN: 00127949), retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re¬
appointment. The Board recommends the re-appointment of Mr. Kantilal M. Gedia (DIN: 00127949) for your approval. Brief
details of the Director, who is proposed to be re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, are
provided in the Notice of Annual General Meeting.

C. INDEPENDENT DIRECTORS AND THEIR MEETING:

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

Familiarization / Orientation program for Independent Directors:

The Independent Directors attend a Familiarization / Orientation Program being inducted for the Board. Further, various other
programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry
developments and any other significant matters of importance. The details of Familiarization Program are provided in the
Corporate Governance Report.

7. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

8. BOARD EVALUATION:

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

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

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

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

10. RELATED PARTY TRANSACTIONS:

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
Act read with the Companies (Meetings of Board and its Powers) Rules, 2014.

There was materially significant Related Party Transactions made by the Company during the year which was as per
shareholders' approval under the Listing Regulations.

The Related Party Transactions are placed before the Audit Committee for prior approval, as required under the Act and
Listing regulations. A statement of all Related Party Transactions is placed before the Audit Committee for its review,
specifying the nature and value of the transactions.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act and in compliance with
the Listing Regulations, is enclosed to this report as ANNEXURE-B.

11. CONSOLIDATED FINANCIAL STATEMENTS:

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

12. AUDITORS & AUDITORS' REPORT:

A. AUDITORS DETAILS:

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

B. AUDITORS' REPORT

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

C. COST AUDIT REPORT

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

D. Internal Auditor

Mr. Parin H. Patel - chartered accountant, Rajkot, who are the Internal Auditors have carried out internal audit for the
financial year 2024-25. Their reports were reviewed by the Audit Committee.

E. SECRETARIAL AUDIT REPORT

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

F. Annual Secretarial Compliance Report

Annual Secretarial Compliance Report under regulation 24A of SEBI (Listing Obligation and Disclosure Requirement)
Regulation, 2015 ("SEBI LODR") read with SEBI Circular dated February 08, 2019 number CIR/CFD/CMDI/27/2019, is
availed from a qualified Practicing Company Secretary and also uploaded on company website at weblink:
https://captainpipes.com/other-certificate.html and also submitted to BSE Ltd. Where the equity shares of company
are listed.

13. CORPORATE GOVERNANCE:

Your Company has been complying with the principles of good Corporate Governance over the years and is 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 , the Company has generally complied with the Corporate
Governance requirements and a report on Corporate Governance is annexed as forms part of this Report. As required under
SEBI (LODR) Regulations 2015 the Management Discussion and Analysis Report is annexed as part of this Report as
ANNEXURE D.

14. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on the Management discussion and Analysis is provided as a separate section in the Annual Report AS
ANNEXURE C.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Company has generally taken corporate social responsibility initiatives. However, for the financial of F.Y. 2024-25 the
company has implemented corporate social responsibility activities pursuant to the provisions of Section 135 and Schedule
VII of the Companies Act, 2013. Details of CSR expenditure are mentioned in ANNEXURE J.

DISCLOSURES:

A. NUMBER OF BOARD MEETING

The Board of Directors met 11 (ELEVEN) times during the year under review. The details of Board meetings and the
attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

B. COMMITTEES OF BOARD:

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

C. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-7 are uploaded on the website of the company
at www.captainpipes.com under investor section.

D. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees
and Directors to report concerns about unethical behaviour. No person has been denied access to the Chairman of the
Audit Committee. The whistle blower Policy of Company is available at its website at
https://captainpipes.com/images/userFiles/contents/pdf/Policv/whistle-blower-policv-Captain-Pipes-Ltd.pdf .

E. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

F. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS OF THE COMPANY

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

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

i. CONSERVATION OF ENERGY

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

• Company ensures that the manufacturing is conducted in the manner whereby optimum utilization and maximum
possible savings of energy is achieved.

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

ii. 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.

iii. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

H. PARTICULARS OF EMPLOYEES PERSONNEL

None of the employees is in receipt of 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-G and forms
part of this Report.

I. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of
Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy
during the year 2024-2025.

J. 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.

K. LISTING AND DEMATERIALIZATION

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

L. CERTIFICATION OF STATUS OF DIRECTOR'S QUALIFICATIONS

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

M. UNCLAIMED DIVIDEND

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

N. WTD/CFO CERTIFICATION

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

16. Reporting of Frauds

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

17. ACKNOWLEDGEMENT:

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

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