Directors Report of Skybiotech Healthcare Ltd.

Mar 31, 2025

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

FINANCIAL HIGHLIGHTS

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

BUSINESS OVERVIEW:

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

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

PERFORMANCE REVIEWStandalone:

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

Consolidated:

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

PERFORMANCE OF THE SUBSIDIARIES OF THE COMPANY

SKYBIOTECH LIFE SCIENCES PRIVATE LIMITED

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

DIVIDEND

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

TRANSFER TO RESERVE:

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

CHANGE IN THE NATURE OF BUSINESS:

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

SHARE CAPITAL:

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

MATERIAL CHANGES & COMMITEMENTS:

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

BOARD OF DIRECTORS:

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

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

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

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

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

S.NO	DIN	Name of Director	Date of Appointment	Designation
1	01274428	POONAM PRAKASH RATHI	14/02/2005	Managing Director
2	01274080	YOGESH NANDLAL CHANDAK	14/02/2005	Director
3	02554166	RAKESH RAMSWAROOP SOMANI	04/09/2017	Independent Director
4	02632596	JAGDISH MANOHAR MANTRI	07/09/2017	Independent Director
5	01393087	PRAKASHCHANDRA RATHI	28/06/2003	Director
6	08466723	SANTOSH SHIVAJI PIMPARKAR	14/11/2024	Director
During the financial year under review, following changes have occurred in the constitution of the Board of Directors of the Company: Appointments of Directors:
S.NO	DIN/PAN	Name of Director	Date of Appointment	Designation
1	08466723	Santosh Shivaji Pimparkar	14/11/2024	Director

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

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

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

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

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

PERFORMANCE EVALUATION:

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

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

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

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

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

DIRECTOR RESPONSIBILITY STATEMENT

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

confirms that-

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

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit and loss of the Company for that period;

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

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

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

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

COMMITTEE OF BOARD

As per the provision of the Companies Act, 2013 the Company has constituted following

committees of the Board:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholder Relationship Committee

AUDIT COMMITTEE:

The Board of Director has constituted Audit Committee as per the provision of Section 177 of the

Companies Act, 2013.

The Composition of Audit Committee are as follows:

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

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

REMUNERATION TO DIRECTOR:

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

STAKEHOLDER RELATIONSHIP COMMITTEE:

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

WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013, the Company has adopted a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases.

We affirm that during the financial year 2024-25, no employee or director was denied access to the Audit Committee.

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

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

ANNUAL RETURN

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

RELATED PARTY TRANSACTIONS

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

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

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

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

Conservation of Energy &Technology Absorption:

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

Foreign Exchange Earning & Outgo:		(Amount in Lakhs)
PARTICULAR	FY 2024-25	FY 2023-24
Foreign Exchange Earning	0.00	0.00
Foreign Exchange Outgo	0.00	0.00

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

Your Company also has a Risk Management Framework in place covering all critical areas of operation. This framework is reviewed periodically keeping in mind the business dynamics and

external environment and provides the guidelines for managing the various risks across the business.

The Process of Risk Management include following steps:

1) Risk Identification and Impact Assessment

2) Risk Evaluation

3) Risk Reporting and Disclosures

4) Risk Mitigating and Monitoring

INTERNAL FINANCIAL CONTROL

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

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

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

DISCLOSURE OF REMUNERATION

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, detail of ratio of the remuneration of each director to the median employee’s remuneration are not required to be given as the company has not paid remuneration to the directors.

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

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

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

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

AUDITORSSTATUTORY AUDITOR

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

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

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

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

Management Comment: During the year the company has acquired shares of6880746 (72.52%) of Skybiotech Life Sciences Private Limited at the rate of Rs. 14.50 for an amounted to Rs. 10 Crores, which is in excess of Limit specified under section 186 (2) of the Company Act, 2013

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

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

INTERNAL AUDITOR

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

SECRETARIAL AUDITOR

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

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

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

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

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

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

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

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

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

Management Comment: During the year the company has acquired shares of6880746 (72.52%) of Skybiotech Life Sciences Private Limited at the rate of Rs. 14.50 for an amounted to Rs. 10 Crores, which is in excess of Limit specified under section 186 (2) of the Company Act, 2013 However which was not previously authorised by a special resolution passed in a general meeting, due to mistake in calculation of limit as prescribed by law, the same transaction have been taken for ratification from members in this annual general meeting.

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

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

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

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

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

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

COST AUDITOR

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

DETAILS TN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 1430 2) OTHER THAN THOSE REPORTABLE TO THE CENTRAL GOVERNMENT

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

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

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

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

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

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

The Company has not received any complaint of sexual harassment during the financial year 202324.

GOING CONCERN STATUS

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

CORPORATE SOCIAL RESPONSIBILITY

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

b. constitute a CSR Committee; and

c. comply with the provisions contained in 1[sub-section (2) to (6)] of the said section

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

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES

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

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

MAINTENANCE OF COST RECORDS:

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

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

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

MATERIAL ORDER BY TRIBUNAL OR OTHER REGULATORY BODY

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

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

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

THE STATE OF THE COMPANY AFFAIRS

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

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

ACKNOWLEDGEMENT

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

CAUTIONARY NOTE

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

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Mar 31, 2024

The Directors have pleasure in submitting their 41^st ANNUAL REPORT along with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2024.

FINANCIAL RESULTS

	Current Year ended 31.03.2024	Previous Year ended 31.03.2023
	(Rs. )	(Rs. )
Income
Revenue from operations	-	0
Other Income	20023210	5,41,530
Total Revenue	20023210	5,41,530
Less: Total Expenses (Excluding	1273408	6,15,286
Depreciation)
Profit Before Depreciation & Taxation	18749802	-88882
# (-) Depreciation	-7651	15127
Profit Before Taxation	18742151	-73755
(-) Provision for Taxation (i) Current Tax	3393714	0
(ii) Deferred Tax	(2922)	(1347)
Profit for the year	15353160	(72408)

OPERATIONAL REVIEW:

Total revenues for the year ended 31st March, 2024 is Rs. 20023210/-, as against Rs. . 5,41,530/- in the previous year. The net profit/(Loss) of the Company for the year under Review was placed is 15353160 as against (72,408) in the previous year..

DIVIDEND

The Board of Directors the directors are not recommending any dividend.

SHARE CAPITAL

The paid-up equity capital as on March 31, 2024 was Rs.1,91,50,000/-. During the year under review, the Company has allotted 875000 equity shares @ 76.30 (inc of premium of Rs.66.30/-) per equity share of Rs.10/- to promoters and other investors on preferential basis .

CHANGES IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year.

MATERIAL CHANGES AND COMMITMENTS

There have not been any material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company as on March 31, 2024 and the date of this report i.e. May 28, 2024.

GENERAL

During the financial year 2023-24, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 and rules made there under.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

The Company has in place policy as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, company has no women employees during the year.

DIRECTOR & KMP

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination and Remuneration Committee ("N&RC") of your Company. The details of Nomination and Remuneration Policy is mentioned in the Report on Corporate Governance which forms part of this Section of this Integrated Directors Report.

Mr. PRAKASHCHANDRA RATHI (DIN No. 01393087) retires by rotation and, being eligible, offers himself for re-appointment. The Directors recommend Mr. PRAKASHCHANDRA RATHI (Din No. 01393087) for re-appointment.:

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

The terms and conditions of appointment of Independent Directors are in accordance with the Listing Regulations and also as per the provisions of the Companies Act, 2013 ("Act") read with Schedule IV to the Act.

The Company has received annual declaration from all the Independent Directors that they meet the criteria of independence as prescribed u/s 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Your Company has also received confirmation that Independent Directors are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge their duties with an objective independent judgment and without any external influence and that he is independent of the management. They have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for directors and senior management personnel formulated by the company.

All the Members of the Board and the Management Committee have affirmed their compliance with the Code of Conduct as on 31 March, 2024 and a declaration to that effect, signed by the chairman, is attached and forms part of this Report.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit.

DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary as on 31.03.2024 but however subsequently the Company acquired 72.51% equity shares of M/s. Sky biotech life science private limited @ 14.55/- per share from existing promoters and the deal to be concluded in the 2^nd quarter of current fiscal.

MEETINGS

Minimum four prescheduled Board meetings are held every year. Additional meetings are held to address specific needs of the Company. In case of any exigency/ emergency, resolutions are passed by circulation. During the Financial Year 2023-24 the Board of Directors met Seven times. The maximum gap between any two meetings was less than one hundred and twenty days, as stipulated under Regulation 17 of the Listing Regulations and Secretarial Standards.

Sr Date of Meeting

1. 29/05/2023

2. 14/08/2023

3. 23/10/2023

4. 14/11/2023

5. 28/12/2023

6. 14/02/2024

7. 28/02/2024

RELATED PARTY TRANSACTIONS:

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The detail of the investments made by company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Accounts Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies.

Based on the report of internal audit function, corrective action is taken and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been constituted as per the section 178(1) of the Companies Act, 2013..

REMUNERATION POLICY Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non- Executive Directors:

The Company does not pay any amount inc sitting fees for attending Board meetings. AUDIT COMMITTEE

The Company''s Audit Committee has been constituted as per section 177 of the Companies Act, 2013. Four meetings of the Audit Committee were held during the financial year 2023-24.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company''s Stakeholders Relationship Committee has been constituted as per section 177 of the Companies Act, 2013, Three meeting of the Stakeholder Relationship Committee held During the year

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high-level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

AUDITORS & REPORT thereon

The Auditor''s Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2023. The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

In accordance with Sec 139 of the Companies Act, 2013, shareholders of the Company have appointed M/s. SPD & Associates, Chartered Accountants (ICAI Firm Registration No. 154533W), as Statutory Auditors of Company for a period of 5 years to hold office until the conclusion of the 44th Annual General Meeting of the Company in calendar year 2027.

INTERNAL AUDITOR

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. Vijay Garg & Co., Firm Regn No: 141111W was appointed as Internal Auditor upto 31.10.2024.

REGISTERED OFFICE:

The Company shifted its registered office to the present location i.e. Gut no.5,Gavrai Tanda,Pattahan Road, Chh. Sambhaji Nagar, Maharashtra 431002 vide shareholders'' approval obtained in the EGM held on 21.11.2023

COST AUDITORS

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the Company was not liable to appoint Cost auditors for the financial year 2023-24.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s Nishi Jain a Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

A) There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

There was no transfer.

ANNUAL RETURN

In accordance with the Companies Act 2013, a copy of the Annual Return as on March 31, 2024 in the prescribed format is available on the Company''s website at: www.kapilcotex.co.in

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 02nd September 2015, we are under exempted category as the paid-up equity capital of the Company is below Rs.10 Crores and Net worth is below Rs.25 Crores as on the last day of the previous financial year (audited). i.e. 31.03.2024.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As such there is no woman employee in the Company; an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company.

PARTICULARS OF EMPLOYEES

Information as per Section read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is not applicable.

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

Considering the nature of activities of the company, the Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to the Company. However, the Company is making all efforts to conserve the same and the Company''s technology being indigenous, the question of absorption by the Company does not arise. Also, no foreign exchange was earned or spent.

DETAILS OF FRAUDS REPORTED BY AUDITORS:

During the year under review, there were no frauds reported by Statutory Auditors under provision of section 143(12) of the Companies Act, 2013 and rules there under.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

Place: Mumbai By Order of the Board

DATED: 30/05/2024

(Prakash Rathi) (Poonam Rathi)

DIN no. 01393087 DIN no. 01274428 (CFO, DIRECTOR) (MANAGING DIRECTOR)

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Mar 31, 2015

The Directors have pleasure in submitting their 32th ANNUAL REPORT along with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2015.

FINANCIAL RESULTS

Current Year Previous Year ended ended 31.03.2015 31.03.2014 (Rs.) (Rs.)

Income

Revenue from operations 0 0

Other Income 7,21,038 5,97,640

Total Revenue 7,21,038 5,97,640

Less : Total Expenses (Excluding 4,01,043 2,52,101

Depreciation)

Profit Before Depreciation & 3,19,995 3,45,539

Taxation

# (-) Depreciation 55,290 83,722

Profit Before Taxation 264,705 2,61,817

(-) Provision for Taxation

(i) Current Tax 20,800 14,000

(ii) Deferred Tax 4,251 8,036

(iii) Income Tax Provision earlier year 14,000 15,612

Profit for the year 2,53,654 2,55,393

OPERATIONAL REVIEW:

Gross revenues for the year ended 31st March, 2015 is Rs. 7,21,038/-, as against Rs. 5,97,640/- in the previous year. Profit before depreciation and taxation is Rs. 3,19,995/- as against Rs. 3,45,539/- in the previous year. The net profit of the Company for the year under review was placed is Rs. 2,53,654/- as against Rs. 2,55,393/- in the previous year.

DIVIDEND

However with the view to conserve the resources of company the directors are not recommending any dividend.

SHARE CAPITAL

The paid up equity capital as on March 31, 2015 was Rs.1,04,00,000/-. During the year under review, the Company has not issued any shares.

MATERIAL CHANGES AND COMMITMENTS

There have not been any material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company as on March 31, 2015 and the date of this report i.e. May 31, 2015.

GENERAL

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 and rules made there under.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

The Company has in place policy as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, company has no women employees during the year.

DIRECTOR & KMP

Ms. Poonam Rathi retires by rotation and, being eligible, offers herself for re-appointment. The Directors recommend Ms. Poonam Rathi for re-appointment.

There has three Change in the constitution of Board during the year Ms. Pankti Chetan Bhansali Appointed as additional director in the Company and Mr. Rakesh Somani & Mr. Jagdish Mantri has resigned from the directorship.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit,

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year Five Board Meetings were convened and held and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

SN Date of Meeting Board Strength No. of Directors Present

1. 31/05/2014 6 4

2. 14/08/2014 6 4

3. 03/11/2014 6 4

4. 03/02/2015 6 4

5. 30/03/2015 6 4

RELATED PARTY TRANSACTIONS:

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The detail of the investments made by company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Accounts Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies.

Based on the report of internal audit function, corrective action is taken and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been constituted as per the section 178(1) of the Companies Act, 2013.

AUDIT COMMITTEE

The Company's Audit Committee has been constituted as per section 177 of the Companies Act, 2013.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company's Stakeholders Relationship Committee has been constituted as per section 177 of the Companies Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

AUDITORS & REPORT thereon

M/s G. S. TOSHNIWAL & ASSOCIATES Chartered Accountants, Mumbai is appointed as Statutory Auditors for a period of 3 years in the Annual General Meeting held on 30th September, 2014 Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

INTERNAL AUDITOR

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. R. K. Somani & Associates, Chartered Accountants , internal auditors for the year to 2015-2016 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company's policies and ensure statutory and other compliance through, periodical checks and internal audit.

COST AUDITORS

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the company was not liable to appoint Cost auditors for the financial year 2015-16.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s Nimesh Padia & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the Company for the financial year ended on March 31, 2015 in Form MGT-9 is annexed herewith.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

As per SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 our company fall under exempted category as the paid-up capital was below Rs.10 Crores and Net Worth was below Rs. 25 Crores.

EXPLANATION OR COMMENTS ON QUALIFICATIONS,

RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

A) There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

B) EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS ARE AS FOLLOWS:

1) The changes in the composition of the Board of Directors that took place during the year under review were not carried out in compliance with the provisions of the Act. However Mr. Rakesh R. Somani and Mr. Jagdish M. Mantri resigned on 31st March, 2015. Mrs. Pankti Chetan Bhansali was appointed as Women Director on 31st March, 2015. The Company has not appointed Company Secretary during the year under review as required under Section- 203 of the Act and Under Clause 47(a) of Listing Agreement. Further the Management of Company has declared and explained that Mr. Daulal Mohta resigned as a Director of the Company in the year 2003-2004 and in his place appointment of Mr. Ellath Kandy Surendran was made and in the year 2004-2005 the Company appointed Mrs. Poonam Prakash Rathi as a Directors, however the Stock Exchange website does not reflect the aforementioned details.

Explanation:- ) The company's paid up capital is only Rs. 1.04 Crores with Bombay Stock Exchange (BSE) listed The Company is enjoying the services of Practicing Company Secretary (PCS) since last so many years for observance and compliance as per the Companies Act, 2013 & SEBI. The Companies Act, 2013 mandates the appointment and the Company is in the process of finding a suitable one. Resignation of Mr. Daulal Mohta & Appointment of Ellath Kandy Surendran intimation to stock exchange submitted on 19th May, 2003 & Ms. Poonam Prakash Rathi intimation to stock exchange submitted on 16th February, 2005

2) As per the explanation and documents provided by the Company, the Company filed all documents However, no updates were found for the Board Meeting held on 31st May, 2014 Further the company has not provided E-voting facility.

Explanation:- The Company has informed by vide letter dated 21st May, 2014 to Bombay Stock Exchange Limited (BSE) to to held the Board of Directors Meeting on 31st May, 2014. & Company Also submit the 6 (six) copy of Annual Report for the year ended 31st March, 2014 on 29th April, 2015 with penalties of Rs. 2,52,810/- paid on 29th April, 2015. The Company have total 225 shareholders out of this 86 shareholders are in demat form & remaining are in physical mode. However company is trying to provide e-voting facility to demat shareholders from next financial year/

3) In our Review it was found that the Company has not accompanied Limited review Report with unaudited financial result As per clause 47 of Listing Agreement.

Explanation:- The company has attached Limited Review Report along with unaudited financial results to Stock Exchange.

PARTICULARS OF EMPLOYEES

Information as per Section read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is not applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNING AND OUTGO

Considering the nature of activities of the company, the Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to the Company. However, the Company is making all efforts to conserve the same and the Company's technology being indigenous, the question of absorption by the Company does not arise. Also no foreign exchange were earned or spent.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

Place : Mumbai By Order of the Board

DATED: 31/05/2015

REGISTERED OFFICE

SHOP NO. 276, PRAKASHCHANDRA RATHI POONAM RATHI

DREAMS MALL, Din 01393087 Din. 01274428

L. B. S. MARG, Director Director

BHANDUP (WEST),

MUMBAI - 400078

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Mar 31, 2014

The Members, Kapil Cotex Ltd.

The Directors have pleasure in submitting their 31st ANNUAL REPORT along with the Audited Balance Sheet and Profit 8s Loss Account for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

Current Year Previous Year Rs. Rs.

Income

Revenue from operations 0 0

Other Income 5,97,640 5,94,203

Total Revenue 5,97,640 5,94,203

Less : Total Expenses 2,52,101 2,77,721

Profit Before Depreciation & 3,45,539 3,16,482

Taxation

(-) Depreciation 83,722 39,134

Profit Before Taxation 2,61,817 2,77,348

(-) Provision for Taxation 14,000 17,000

(i) Current Tax

(ii) Deferred Tax 8,036 204

(iii) Income Tax Earlier Year 15,612 0

Profit for the year 2,55,393 2,60,552

2. DIVIDEND

To conserve resources Directors do not recommend any Dividend for the year ended 31st March 2014.

3. REVIEW OF OPERATIONS

The operations of the Company are satisfactory in the current financial period.

4. INSURANCE

All the fixed assets of the Company have been adequately insured.

5. CORPORATE GOVERNANCE

Clause 49 of the Listing Agreement pertaining to Corporate Governance is not applicable to the Company.

6. DIRECTORS'' RESPONSIBILITY STATEMENT.

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956. With respect to Directors'' Responsibility Statement, it is hereby confirmed:

(I) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;''

(II) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state affairs of the Company at the end of the financial year and of the profit 8s loss of the Company for the year under review

(III) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(IV) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a "going concern" basis.

7. COMPLIANCE CERTIFICATE UNDER SECTION 383A (i)

As per the amendment by Companies Act, 2002 all companies having a paid up Capital of more than Rs. 10 Lacks but less then Rs. 500 Lacks requires Compliance Certificate from a Practising Company Secretary certifying that the Company has complied with various provisions under the Companies Act. This provision has been complied with by the Company.

8. PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies particulars of Employees) Rules, 1975 is not applicable.

10. AUDITOR''S REPORT

Regarding comments in the Auditor''s Report, the relevant notes in the accounts are self explanatory.

11. APPOINTMENT OF AUDITORS

M/s G. S. Toshniwal 8s Associates,*Chartered Accountants, Mumbai, Statutory Auditor, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s G. S. Toshniwal 8s Associates to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139(1) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

12. LISTING

The Shares of the Company continue to be listed on The Stock Exchange, Mumbai and the Company has paid the necessary listing fee for the financial year 2014-15.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

Considering the nature of activities of the company, the Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to the Company. However, the Company is making all efforts to conserve the same and the Company''s technology being indigenous, the question of absorption by the Company does not arise. Also no foreign exchange , were earned or spent.

14. APPRECIATION

The Directors wish to place on record sincere appreciation for the devoted and efficient services rendered by all workforce of the Company.

MUMBAI By Order of the Board DATED: 30/05/2014

Mr. PRAKASHCHANDRA RATHI (Director)