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CAPTAIN TECHNOCAST LTD.

29 October 2026 | 12:00

Industry >> Castings/Foundry

Select Another Company

ISIN No INE931X01010 BSE Code / NSE Code 540652 / CTCL Book Value (Rs.) 22.48 Face Value 10.00
Bookclosure 29/04/2025 52Week High 299 EPS 5.01 P/E 45.95
Market Cap. 534.06 Cr. 52Week Low 140 P/BV / Div Yield (%) 10.23 / 0.00 Market Lot 750.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

The Directors present this 16th Annual Report of Captain Technocast Limited (the Company) along with the audited
financial statements for the financial year ended March 31, 2026.

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, 2026, in respect of Captain Technocast Limited.

1. FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS:

The financial performance of the Company for the financial year ended 31st March, 2026 is summarized below

(Rs. In Lakhs)

Particulars

CONSOLIDATED

STANDALONE

Year Ended
on

31.03.2026

Year Ended
on

31.03.2025

Year Ended
On

31.03.2026

Year Ended
On

31.03.2025

Revenue from operations

12986.84

9215.62

10839.71

8156.64

Other Income

320.02

135.93

289.42

126.74

Total Revenue

13306.86

9351.55

11129.13

8283.38

Operating and Administrative expenses

11245.2

8044.75

9477.01

7042.98

Operating Profit before finance costs, Depreciation and
Tax

2061.66

1306.8

1652.12

1240.40

Less: Depreciation and Amortization expenses

263.59

129.68

156.34

128.28

Profit before finance costs, exceptional items, tax and
Deff tax adjustable in/(recoverable from) future tariff

1798.07

1177.12

1495.78

1112.12

Less: Finance Costs

193.42

87.26

139.82

82.76

Less: Exceptional Item

0

0

0

0

Profit Before Tax (PBT)

1604.65

1089.86

1355.96

1029.36

Provision for Tax (Including Deferred Tax)

376.64

269.54

337.59

261.28

Profit after Tax

1228.01

820.32

1018.37

768.08

Share in profit(loss) of associate company

24.62

19.30

0

0

Profit (loss) for the period (before minority interest
adjust)

1252.63

839.62

0

0

Minority interest in Profit (loss)

-90.36

-35.03

0

0

Profit (loss) for the period (after minority interest
adjust)

1162.27

804.59

1018.37

768.08

Profit available for appropriation

1162.27

804.59

1018.37

768.08

Standalone Financial Results:

During the Financial Year (FY) 2025-26, the Company has achieved total income of Rs. 11129.13 Lakhs as compared
to Rs. 8283.38 Lakhs in FY 2024-25. The profit before tax for FY 2025-26 stood at Rs. 1355.96 Lakhs compared to Rs.
1029.36 Lakhs achieved in FY 2024-25. The profit after tax stood at Rs. 1018.37 Lakhs for FY 2025-26 as compared to
Rs. 768.08 Lakhs for the previous year.

Consolidated Financial Results:

The Company's consolidated total income for FY 2025-26 was Rs. 13306.86 Lakhs as compared to Rs. 9351.55 Lakhs
for the previous year. During the year under review, the consolidated profit after tax (after Minority interest
adjustment) stood at Rs. 1162.27 Lakhs as compared to Rs. 804.59 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 not altered/modified its authorised share capital and has not issued
warrants convertible into equity shares on preferential basis. The Company has not issued any sweat equity shares to
its directors or employees.

It is hereby noted that there is no change in the Authorized Share Capital of the Company. However, the Paid-up Share
Capital of the Company has been revised and presently stands as detailed below:

a. Capital clause of memorandum of association of the company

The existing Clause V of the memorandum of association of the Company is 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"

b. Board of Directors of the Company in its meeting held on Wednesday, 30th April, 2025 has considered allotment of 1
(One) Bonus Shares for every 1 (One) Equity Shares held by the Equity Shareholders of the Company.

Consequently, the Paid-up Equity Share Capital of the Company stands increased from Rs. 11,61,00,500/ divided into
1,16,10,050 Equity Shares of Re. 10/- each to Rs. 23,22,01,000/- divided into 2,32,20,100 Equity Shares of Re. 10/- each.

The Paid-up Share Capital of the Company as on 31st March, 2026 is Rs. 23,22,01,000/- divided into 2,32,20,100 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, 2026,
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, 2026.

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:

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. 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.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Annual Report on Corporate Social Responsibility activities is annexed herewith as ANNEXURE 3. Information on
the composition of the Corporate Social Responsibility (CSR) Committee is provided in the Report on Corporate
Governance that forms part of this Annual Report.

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

Following material changes and commitments entered between the end of the financial year and the date of this
Report:

The company obtained approval of shareholders for Sale of Shares of Vartis Engineering Private Limited, subsidiary by
Postal Ballot on 17.06.2026. So, Vartis is no longer subsidiary of the company.

14. RISK MANAGEMENT POLICY:

Pursuant to Regulation 21 (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.

However, 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 2025-26.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in
the ordinary course of business. Your directors draw your attention to notes to the financial statements for detailed
related parties' transactions entered during the year. Accordingly, as per third proviso to Section 188(1) of the Act, no
approval of the Board or Members / Shareholders is required for such transactions. However, as part of good corporate
governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee.

There was materially significant Related Party Transactions made by the Company during the year which was as per
shareholders' approval under the SEBI (LODR) Regulations,2018 Listing Regulations.

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-4.

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, 2026.

25. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE:

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. Your company holds 70% of the total equity share capital.

B. X2 VALVES PRIVATE
LIMITED

i. During the year under review, X2 VALVES Private Limited, Subsidiary has
posted a turnover of 146479.90 thousand. The profit for the year amounted
6511.55 thousand.

ii. Your company holds 70% of the total equity share capital.

C. VARTIS ENGINEERING
PRIVATE LIMITED

i. During the year under review, VARTIS ENGINEERING PRIVATE LIMITED,
Subsidiary Company has posted a turnover of Rs. 2928.62 Lakhs. The profit
for the year amounted to Rs. 147.52/- Lakhs.
i. Your company holds 51% of the total equity share capital.

The company obtained approval of shareholders for Sale of Shares of Vartis
Engineering Private Limited by Postal Ballot In 17.06.2026.

Details of associate:

D. CAPTAIN METCAST
PRIVATE LIMITED

i. During the year under review, Captain Metcast Private Limited, Associate
Company has posted a turnover of Rs. 2357.97 Lakhs as against Rs. 2135.5
Lakhs in F.Y. 2024-25. The profit for the year amounted to RS. 123.1 Lakhs
increased from profit of Rs. 96.49 Lakhs in F.Y. 2024-25.

ii. Your company holds 20% of the total equity share capital.

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-5.

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.
Rameshbhai Devrajbhai Khichadia (DIN: 00087859), 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 16th 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 16th 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:

• Mr. Anilbhai Vasantbhai Bhalu, Managing Director

• Mr. Shailesh Karshanbhai Bhut, Whole-time Director

• Mr. Prashant Bhupatbhai Bhatti, Chief Financial Officer

• Mrs. Khushbu Kalpit Shah, Company Secretary

During the year under review, CS Brinda Mehta vide her letter dated 31st July, 2025 has tendered her resignation from
the post of Company Secretary & Compliance Officer and a Key Managerial Personnel of the Company.

Mrs. Khushbu Kalpit Shah appointed as company & compliance office and a Key Managerial Personnel of the Company
w.e.f 1st October,2025.

The remuneration and other details of these Key Managerial Personnel for Financial Year 2025-26 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

iv. Corporate Social Responsibility 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 30th September, 2022 had appointed M/s J C
Ranpura & Co., Chartered Accountants (having Firm Registration Number is 108647W),
Star Avenue, First Floor, Dr. Radha Krishnan Road, Opp. Rajkumar College, Rajkot -
360001, as the Statutory Auditors of the Company for a period of 5 years from the
conclusion of the 12th AGM (2023) till the conclusion of 17th 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, 2026.

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 2025-26. Their reports were reviewed by the Audit Committee.

E. Cost Auditor

During the Financial Year 2025-26, 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 2025-26. The Secretarial Audit Report in form MR-3 is annexed of
the Directors' Report as
ANNEXURE-6. The report contain qualification, reservation,
adverse remark or disclaimer as mentioned in the report.

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 2025-26, the Board of Directors met Eleven 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 30.03.2026 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 2025-26.

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 2025-26.

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 mentioned in corporate governance report.

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-7 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-7 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 4105.11 lakhs as an 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 laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.

f) 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,
2026. The certificate is annexed in ANNEXURE-8.

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 9.

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 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 LIMITED

REGISTERED OFFICE:

SURVEY NO-257,

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

SHAPAR-VERAVAL

RAJKOT-360024

SD/- SD/-

DATE: 02.09.2026 ANILBHAI V. BHALU SHAILESH K. BHUT

Managing Director Wholetime Director

PLACE: RAJKOT DIN: 03159038 DIN: 03324485