Your Directors have pleasure in presenting the 50^th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31^st March, 2026.

FINANCIAL PERFORMANCE:

Summary of Financial performance of the Company for the Financial Year 2025-26 is depicted below:

OPERATIONS AND PERFORMANCE

Your Directors inform that the Company has achieved satisfactory operational and financial performance during the year under review despite facing challenging market conditions and adverse climatic factors affecting the cotton crop and availability of cottonseed.

During the year, heavy and continuous rains in major cotton growing regions of Andhra Pradesh and Telangana adversely impacted cotton arrivals and delayed cotton marketing activities. Consequently, the Company could commence crushing operations only from 3rd October, 2025. Further, due to lower cotton crop and poor availability of cottonseed, the factory operations had to be discontinued by the last week of March, 2026.

As a result, the Company processed only 27,056 MT of cottonseed during the year under review as against 47,757 MT processed in the previous year.

Despite lower processing volumes and volatile market conditions, the Company demonstrated resilience through efficient procurement practices, prudent operational management and effective cost control measures.

Operational Performance :

Cottonseed Procurement

The average procurement price of cottonseed increased substantially from Rs.27,530 per MT in the previous year to Rs.30,425 per MT during the current year, mainly due to lower cotton crop and reduced availability of cottonseed across the country. While this situation benefited cotton farmers, it resulted in increased raw material costs for the Company.

Product Market Conditions Edible Oils:

Prices of edible oils witnessed a positive upward trend during the year, supported by strong domestic demand and increase in import duties imposed by the Government of India with an objective of encouraging domestic oilseed production and reducing dependence on imports.

De-oiled Cakes, Hulls and Linters:

Prices of De-oiled Cakes, Hulls and Linters also improved during the year in line with prevailing market conditions.

Even under conditions of higher cottonseed prices and lower availability, the Company adopted a selective and calibrated procurement strategy by balancing procurement costs with realizable sale prices of finished products. Continuous emphasis on operational efficiencies, optimum utilization of resources and maintaining product quality helped the Company sustain healthy profitability during the year.

The Company achieved a turnover of Rs.10,632.84 lakhs during the year under review as against Rs.15,913.66 lakhs in the previous year. Profit Before Tax stood at Rs.415.39 lakhs as compared to Rs.481.49 lakhs in the previous year. After accounting for deferred tax adjustments, the Net Profit for the year is Rs.310.31 lakhs as against Rs.376.48 lakhs during the previous year.

Wind Power Project

The Wind Power Project in Gujarat generated income of Rs.38.47 lakhs during the year as against Rs.34.78 lakhs in the previous year. However, generation levels continued to be affected by changing wind patterns during the year.

Future Outlook

The outlook for the ensuing cotton season appears encouraging with weather predictions indicating prospects of a normal cotton crop. Further, the Government of Telangana has reportedly encouraged farmers to cultivate cotton crop in larger areas, which may improve cottonseed availability and support better capacity utilization for the Company.

The Company is also planning to establish additional procurement centres in Telangana State to strengthen raw material sourcing operations.

The Company is further exploring the possibility of sourcing cottonseed from other States, subject to commercial viability, in order to continue plant operations during the off-season and improve overall operational efficiency.

Although India continues to permit import of edible oils to meet domestic demand, your Directors remain hopeful that the Government will continue to frame supportive policies for domestic oilseed producers and processors, thereby reducing dependence on imports and strengthening the indigenous edible oil industry.

The Government of India has also increased the Minimum Support Price (MSP) for various oilseed crops with an objective of encouraging farmers to expand oilseed cultivation and improve domestic availability of oilseeds.

Your Directors are confident that with improved crop prospects, strategic procurement initiatives and efficient operational management, the Company will be in a better position to enhance production volumes and financial performance in the coming years.

EXPORT AND FOREIGN EXCHANGE EARNINGS:

Your Directors wish to inform that the Company has exported 466.100 M.T. of Cotton Linters worth Rs. 169.85 lakhs during the year under review as against 1400.260 M.T. of Cotton Linters Rs. 468.86 lakhs in the previous year.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, the Annual Return as on March 31, 2026 is available on the Company’s website at www.capol.in.

DIVIDEND:

The Board has recommended a Dividend for the financial year 2025-26. The Directors are pleased to recommend a dividend of Rs.1.50 per share (i.e. 15%) on the Equity Shares of the Company of Rs.10/- each for the year ended March 31, 2026. If the dividend, as recommended above, is declared by the Members at the ensuing Annual General Meeting (AGM), the total outflow of cash towards dividend on Equity Shares for the year would be Rs.11,85,000/-.

CHANGES IN SHARE CAPITAL:

During the current financial year, there is no change occurred in the capital Structure of the company. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report, as required under regulation 34 of the SEBI (LODR) Regulations 2015, forms part of the Annual Report as ANNEXURE NO : V at Page No.52

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

NAMES OF THE PERSONS WHO HAVE BEEN APPOINTED/CEASED TO BE DIRECTORS AND / OR KEY MANAGERIAL PERSONNEL OF THE COMPANY:

i) DURING THE YEAR:-

i. CA. K. Satyanarayana, Chief Financial Officer, has been reappointed 28-04-2025.

ii. Mr. Venkata Subramanya Ravi Vadlamani (DIN: 00495102) has been resigned as Non executive Director of the company with effect from 27-05-2025.

iii. Mr. CA Amara Rakesh Bhanu (DIN: 10808235), has been resigned as Non executive and Independent Director of the company with effect from 27-05-2025 due to personal reasons only and he confirmed that there is no other material reasons other than those provided.

iv. Mr. Maddi Venkateswara Rao (DIN- 00013393), reappointed under retire by rotation under Article 122 of the Articles of Association of the Company in the 49th AGM of the company.

v. The appointment of Mrs.Vangala Bhargavi as Director under woman & Non executive and Independent Category with effect from 15-10-2024 has been confirmed by the shareholders at the 49^th Annual General meeting of the Company held on 11-08-2025 by way of Special Resolution.

vi. The appointment of Mrs Maddula Durga Sushma as Director under Non executive and Independent Category with effect from 15-10-2024 has been confirmed by the shareholders at the 49^th Annual General meeting of the Company held on 11-08-2025 by way of Special Resolution.

vii. Smt. Dr. T.Anitha Devi has been appointed as Additional Director under Non executive and Independent Category with effect from 09-07-2025, and the said appointment has been approved by the the shareholders in the 49^th Annual General meeting of the Company held on 11-08-2025 by way of Special Resolution.

ii) AFTER THE END OF THE FINANCIAL YEAR AND UP TO THE DATE OF THIS REPORT:- NONE

DIRECTORS LIABLE TO RETIRE BY ROTATION AT THE ENSUING ANNUAL GENERAL MEETING:

1. Mr. Meadem Sekhar (DIN- 02051004), retire by rotation and being eligible, offer himself for reappointment as Director. The Board recommends his reappointment.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long term strategic planning etc., The criteria for performance evaluation of the Committees included aspects such as structure and composition of Committees, effectiveness of Committee meetings etc. The above criteria for evaluation was based on the Guidance Note issued by SEBI.

In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole. They also evaluated the performance of the Chairman taking into account the views of Executive Directors and Non-Executive Directors. The NRC reviewed the performance of the Board, its Committees and of the Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors and NRC, at which the feedback received from the Directors on the performance of the Board and its Committees, was also discussed. Significant highlights, learning and action points with respect to the evaluation were discussed by the Board.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS :

In terms with Section 149 (7) of the Companies Act, 2013, all the Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 Regulation 16(1)(b) of the SEBI(LODR) Regulations, 2015. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management.

SEPARATE MEETING OF INDEPENDENT DIRECTORS :

During the year under review, the Independent Directors meeting was held on 13-02-2026 and all Independent Directors have attended to the said meeting . The Independent Directors at their meeting, inter alia, reviewed the Performance of Non-Independent Directors and Board as a whole performance of the Chairperson of the Company, taking into account the views of Executive Director and Non-Executive Directors. Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

MEETINGS OF THE BOARD & COMMITTEES

Details of the meetings of the board and board Committees, given in corporate governance report, which forms part of this report..

DIRECTORS RESPONSIBILITY STATEMENT :

In conformity with the provisions under Section 134 (3) (c) which is introduced by the Companies Act, 2013 your directors confirm that:-

a) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected sound accounting policies and applied them consistently and made judgements 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, 2026 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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 have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The provisions of section 135 of the Act, read with Companies (Corporate Social Responsibility Policy)

Rules, 2014 are not applicable to the Company during the year.

REPORT ON CORPORATE GOVERNANCE :

As per regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report with certificate thereon shall be applicabale to the company from the financial year 2025-26 accordingly corporate governance report was attached to this report.

VIGIL MECHANISM :

The Company has set up vigil mechanism to enable the employees and Directors to report genuine concerns and irregularities, if any in the Company, noticed by them. The Whistle Blower Policy/ vigil mechanism (as amended) has been posted on the Website of the Company i.e., www.capol.in

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 :

There were no Loans, Guarantees, Investments and securities given/made/provided by the Company during the Year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

All related party transactions that were entered during the financial year were on at arm’s length basis and were in the ordinary course of business. There are no related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required and the Details of Transactions with the related parties were mentioned in the Notes forming part of the Accounts.

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

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

AMOUNTS TRANSFERRED TO RESERVES:

The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year under review

AUDITORS :

i. STATUTORY AUDITORS :

M/s. Nataraja Iyer & Co., Chartered Accountants were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 19-09-2022, for second term of five consecutive years. The Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.

The Auditors’ Report on the financial statements of the Company for the financial year ended March 31, 2026 is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements forming part of the annual report.

ii. SECRETARIAL AUDITORS:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has engaged services of M/s. K. Srinivasa Rao & Co, Company Secretaries in Practice, Guntur to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2026. The detailed reports on the Secretarial Standards and Secretarial Audit in Form MR- 3 are appended as an Annexure III to this Report. There were no qualifications, reservations or adverse remarks given by Secretarial Auditors of the Company.

iii. COST AUDITORS :

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed M/s. Jithendra Kumar & Co, Cost Accountants (Firm Registration No. 103347), Vijayawada to conduct Cost Audit relating of the Company for the year ending 31st March, 2026. The Company has received their written consent that the appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed M/s. Jithendra Kumar & Co, Cost Accountants (Firm Registration No. 103347), Vijayawada to conduct Cost Audit relating of the Company for the year ending 31st March, 2027..Members are requested to consider the ratification of the remuneration payable to M/s. Jithendra Kumar & Co, Cost Accountants (Firm Registration No. 103347) for the year ending 31st March, 2027, Vijayawada as has been set out in the Notice of the 50^th AGM of the Company.

MAINTENANCE OF COST RECORDS:

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act and the rules framed thereunder, and accordingly, the Company has made and maintained such cost accounts and records.

COST AUDIT:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, Cost Audit is Applicable to the company for the financial year 2025-26. M/s. Jithendra Kumar & Co, Cost Accountants (Firm Registration No. 103347), Vijayawada has carried cost audit of the company for the financial year 2025-26.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE COST AUDITOR IN HIS REPORT:

The Cost Auditor’s report for the year ended 31.03.2026 does not make any qualification, reservation or adverse remark or disclaimer in their report.

REPORTING OF FRAUDS BY AUDITORS :

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF THE REPORT :

There were no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year 31.03.2026 to which the financial statements relate and the date of this Report.

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

The information required to be given pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2026 is given herein and forms part of the Board’s Report (Annexure - II).

PARTICULARS OF EMPLOYEES :

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report in Annexure -IV. There were no employees in the Company as per Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

HUMAN RESOURCE :

Your Company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. Various employee benefits, recreational and team building programs are conducted to enhance employee skills, motivation as also to foster team spirit. Company also conducts in-house training programs to develop leadership as well as technical/functional capabilities in order to meet future talent requirements. Industrial relations were cordial throughout the year.

RISK MANAGEMENT :

During the year, According to the Section 134 (3) (n) of the Act, the company had laid down a policy for risk management. The risk management framework defines the risk management approach of the Company and also includes the periodical review of such risks. The board periodically discusses the significant business risks identified by the management and the mitigation measures to address such risks.

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

The Internal Control System of the Company has been designed to provide for:

? Accurate recording of transactions with internal checks and prompt reporting.

? Adherence to applicable Accounting Standards and Policies.

? Compliance with applicable statutes, policies and management policies and procedures.

? Effective use of resources and safeguarding of assets.

The Company has allocated “PERAKAM ASSOCIATES” as Internal Auditors of the Company for the Financial Year 2025-26. The Audit Committee in consultation with the Internal Auditors formulates the Scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carryout audit, covering inter alia, monitoring and evaluating the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. The internal auditors have expressed that the internal control system in the Company is effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

Your directors confirm that the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. Your directors confirmed that the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year Company has not received any complaint of harassment.

AFFIRMATION ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

In accordance with the provisions introduced under the Companies (Accounts) Second Amendment Rules, 2025, the Board of Directors hereby affirms that the Company has duly complied with all applicable requirements under the Maternity Benefit Act, 1961, as amended.

The Company remains steadfast in its commitment to fostering an equitable, inclusive, and legally compliant workplace. In furtherance of this, all benefits mandated under the Act—such as paid maternity leave, medical bonus, prescribed nursing breaks, and provision of creche facilities in eligible establishments—have been implemented in both letter and spirit.

The Board recognizes that adherence to the Maternity Benefit Act is not merely a statutory obligation, but also a reflection of the Company’s broader ethos of safeguarding employee welfare, promoting work-life balance, and supporting women in the workforce through all stages of maternity and motherhood.

UNSECURED LOANS RECEIVED FROM DIRECTORS DURING THE YEAR 2025-26 :

During the year 2025-26, the Company not received any loan from any Director.

PUBLIC DEPOSITS :

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

The Company has not invited or accepted any deposits from the public or its members;

i. No amount has been received by the Company that would be classified as a ‘deposit’ under the said provisions;

ii. There were no outstanding deposits as on the date of the Balance Sheet;

iii. There has been no default in repayment of deposits or in payment of interest thereon;

iv. The Company has not accepted any deposit in contravention of the provisions of the Companies Act, 2013 and the Rules made thereunder.

Accordingly, the disclosure requirements under Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable to the Company for the year under review.

REGISTRAR’S AND SHARE TRANSFER AGENTS:

Registrar and Share Transfer Agents of the Company are M/s Bigshare Services Private Limited, 306, 3rd Floor, Right Wing, Amrutha Ville, Opp. Yashodha Hospital, Raj Bhavan Road, Somajiguda, Hyderabad - 500 082.

SECRETARIAL STANDARDS :

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF :

Pursuant to the provisions of section 124 of the Companies Act, 2013, the declared dividends which remained un-paid or un-claimed for a period of seven years, have been transferred by the company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

The following are the details of dividends paid by the Company and respective due dates for transfer of unclaimed dividend to IEPF.

Transfer to Investor Education and Protection Fund: (a) Transfer of unclaimed dividend Members are hereby informed that under the Act, the Company is required to transfer the dividend which remains unpaid or unclaimed for a period of seven consecutive years or more, to the credit of the Investor Education and Protection Fund (‘IEPF’) accordingly.

Transfer of shares to IEPF pursuant to the provisions of Section 124 and 125 of the act read with the IEPF Rules, all the shares on which dividends remain unpaid or unclaimed for a period of seven consecutive years or more shall be transferred to the demat account of the IEPF Authority as notified by the MCA. During the year, the Company has not transferred any Equity Shares to the demat account of the IEPF Authority.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR :

-NIL-

LIST OF CORE SKILLS/ EXPERTISE/ COMPETENCIES IDENTIFIED BY THE BOARD OF DIRECTORS AS REQUIRED IN THE CONTEXT OF ITS BUSINESS(ES) AND SECTOR(S) FOR IT TO FUNCTION EFFECTIVELY AND THOSE ACTUALLY AVAILABLE WITH THE BOARD:

SHIFTING OF REGISTERED OFFICE :

During the year under review, Pursuant to the approval granted by Regional Director, SER, the registered office of the Company was shifted from State of Telangana i.e 12-B, Skylark Apartments, Basheerbagh, Hyderabad TG 500029 to CAPOL Factory Premises, D.NO.5/01, Main Road, Jandrapet, Chirala Mandal, Bapatla District-523165 Andhra Pradesh with effect from 28th April 2025. All statutory records and correspondence are now being maintained at the new registered office address in Andhra Pradesh.

APPRECIATIONS AND ACKNOWLEDGEMENTS :

Your Directors wish to express their grateful appreciation for the continued co-operation received from Canara Bank, Stock Exchanges, Government Authorities, Customers, Vendors and Stakeholders during the year under review.

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. It will be your Company’s endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.