Your Directors have pleasure in presenting the 49^th Annual Report of the Company together with the Audited
Statement of Accounts for the year ended 31^st March, 2025.

FINANCIAL PERFORMANCE:

Summary of Financial performance of the Company for the Financial Year 2024-25 is depicted below:
STANDALONE (Rs.)

STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK :

Your Directors are happy to inform that overall performance of the company is the best in spite of lower
processing of Cotton Seed (main raw material) quantity. Because of heavy rains in cotton growing areas and
delayed cotton marketing, the company started production from 8^th November, 2024 only. Due to lower Cotton
crop, Seed availability has become very poor, the Company has to shut down the factory in 1^st week of March
2025 itself and the company processed cottonseed 45,757 MT (60,516 MT in the previous year) only. Despite
facing a dynamic and challenging market environment, we have navigated these conditions with resilience and
strategic foresight.

Operational Performance

Cottonseed Procurement: The average procurement price of cottonseed increased from Rs.27,530 per ton to
Rs.30,425 per ton during the year. This rise was primarily due to lower cotton crop through out the country,
which, while beneficial for farmers, resulted in increased raw material costs for our operations.

• Edible Oil Segment: We experienced a positive uptick in the prices of edible oils, which contributed to
improved revenue streams. This increase was driven by a combination of domestic demand and
Government action of increasing the import duty which was necessary to augment oil seeds supply in
India.

• By-Products:

o Hulls and Linters: Prices for hulls and linters saw an upward trend, aligning with the overall
market dynamics.

o De-oiled Cakes: In contrast, the price of de-oiled cakes remained subdued. This was largely due
to the availability of low-cost Distillers Dried Grains with Solubles (DDGS) in the Indian
market, which served as a competitive alternative in the animal feed sector.

Even though high prices of Cotton Seed, a discriminatory approach was adopted by the company in procurement
calibrating sale prices and production costs. We have focused on optimizing operational efficiencies and
enhancing product quality, which have been instrumental in sustaining our financial health. The company
achieved a turnover of Rs. 15,905.00 lakhs as against Rs. 18,324.00 lakhs in the previous year. The Profit before
taxes was Rs. 481.49 lakhs as against Rs. 176.44 lakhs and due to adjustment of differed tax, net profit for the
period under review was Rs. 376.48 lakhs against Rs. 130.11 lakhs during the last year.

The power project in Gujarat did not do well due to changed wind patterns and generated low income of Rs. 34.78
lakhs compared to Rs. 36.32 lakhs during the previous year.

Future outlook: The company is planning to open more procurement centers in Telangana, where production of
cotton crop is likely to be more. It is also planning to expand existing factory infrastructure to cope up with the
additional requirement of storage of Cotton Seed and other processed products and optimize the utilization of
existing capacities of the plant. The Company is also planning to source raw materials from other states, subject
to viability to continue processing during the off-season.

The Government of India continues to permit import of oils due to heavy local demand and its efforts of
improving local oil seed production is not adequate to supplement the imported oils. However your Directors are
hopeful of better policies and encouragement to the local oil producers for reducing the burden on exchequer.

Weather predictions are showing positive signs of normal cotton crop in the ensuing season and also Telangana
State Government suggested the farmers for choosing cotton crop instead of other crops and these indications give
hope for more production of cotton seed and competitive prices which may help better utilization of production
capacities of the company.

EXPORT AND FOREIGN EXCHANGE EARNINGS:

Your Directors wish to inform that the Company has exported 1400.260 M.T. of Cotton Linters worth Rs. 468.86
lakhs during the year under review as against 2962.540 M.T. of Cotton Linters Rs. 786.79 lakhs in the previous
year.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is
available on the Company’s website at www.capol.in.

DIVIDEND:

During the year the shareholders has approved final Dividend 1.00 per share (i.e. 10%) on the Equity Shares of
the Company of Rs.10/- each for the year ended March 31, 2024 which have the total outflow of cash towards
dividend paid on Equity Shares for the year would be Rs.7,90,000/-.

The Board has recommended a Dividend for the financial year 2024-25. The Directors are pleased to recommend
a dividend of Rs.2.00 per share (i.e. 20%) on the Equity Shares of the Company of Rs.10/- each for the year
ended March 31, 2025. 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.15,80,000/-.

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.40

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. Mr. Venkata Subramanya Ravi Vadlamani (DIN: 00495102) has appointed as an Additional Director
under Non-executive-Non Independent Category with effect from 01- 04-2024

ii. Sri. Meadem Sekhar re-appointed as Whole Time Director, C.E.O and Key Managerial Personnel, for a
further period of 5 years with effect from 1st April 2024

iii. Mr. Maddi Venkateswara Rao (DIN- 00013393), reappointed under retire by rotation under Article 122
of the Articles of Association of the Company in the 48th AGM of the company.

iv. Mrs. Maddi Ramesh (DIN- 00013394), resigned from the board due to his personal pre-occupations
with effect from 18-09-2024

v. Mrs.Vangala Bhargavi has been appointed as Additional Director under woman &Non executive and
Independent Category with effect from 15-10-2024, and the said appointment shall be subject to the
approval of the shareholders in the ensuing Annual General meeting of the Company by way of Special
Resolution.

vi. Mrs .Maddula Durga Sushma has been appointed as Additional Director under Non executive and
Independent Category with effect from 15-10-2024, and the said appointment shall be subject to the
approval of the shareholders in the ensuing Annual General meeting of the Company by way of Special
Resolution.

vii. Mr. CA. K. Satyanarayana, Chief Financial Officer, completed his tenure of five years on 19-03-2025.

viii. Sri Shyama Prasad Lakkaraju (Din: 07151102) has retired as an Independent director with effect from
19-03-2025 since the second term of his tenure as an Independent Director was completed on 19-03¬
2025.

ix. Smt Rallabhandi Lakshmi Sarada (Din: 07140433) has retired as woman and Independent director with
effect from 19-03-2025 since the second term of her tenure as woman & independent Director was
completed on 19-03-2025.

ii) AFTER THE END OF THE FINANCIAL YEAR AND UP TO THE DATE OF THIS REPORT:-

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

ii. Smt. Dr. S. Anitha Devi has been appointed as Additional Director under Non executive and
Independent Category with effect from 07-07-2025, and the said appointment shall be subject to the
approval of the shareholders in the ensuing Annual General meeting of the Company by way of Special
Resolution.

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

1. Mr. Maddi Venkateswara Rao (DIN - 00013393), 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.

Sl. No Particulars

i. Observations of board evaluation carried out for the year : NONE

ii. Previous year’s observations and actions taken : NONE

iii. Proposed actions based on current year observations : NONE

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 29-01-2025 and all Independent
Directors were 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.

NUMBER OF BOARD MEETINGS :

During the Financial Year 2024-25, Five (5) Meetings of the Board of Directors of the Company were held as
prescribed under the Act.

Board Meetings

GENERAL MEETINGS :

During the Financial Year 2024-25, 48^th Annual General Meeting of the Company was held on 12.08.2024.
Except the 48^th Annual General Meeting, no other meeting of the members was held in financial year 2024-25.

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, 2025, 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, 2025 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.

AUDIT COMMITTEE :

(a) BRIEF DESCRIPTION OF TERMS OF REFERENCE :

The Terms of Reference of this committee cover the matters specified for Audit Committee under Section 177 of
the Companies Act, 2013, and as follows:

a. Oversight of the Company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible.

b. Recommending the appointment and removal of external auditor, fixation of audit fee and approval
for payment for any other services.

c. Reviewing with management the annual financial statements before submission to the Board,
focusing primarily on:

- Any changes in accounting policies and practices

- Major accounting entries based on exercise of judgment by management

- Qualifications in draft Auditors’ Report

- Significant adjustments arising out of audit

- The going concern assumption

- Compliance with stock exchange and legal requirements concerning financial statements

- Any related party transactions i.e. transactions of the company of material nature, with promoters or
the management, their subsidiaries or relatives etc., that may have potential conflict with the interests
of the Company at large.

d. Reviewing with the management, external and internal auditors, and the adequacy of internal control
systems.

e. Reviewing the adequacy of internal audit function, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit.

f. Discussion with internal auditors of any significant findings and follow up there on.

g. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature and
reporting the matter to the Board.

h. Discussion with external auditors, before the audit commences, the nature and scope of audit as well
as have post audit discussion to ascertain any area of concern.

i. Reviewing the Company ’ s financial and risk management policies.

j. Other matters as assigned/specified by the Board from time to time.

k. The scope of the Audit Committee also includes matters which are set out in SEBI (LODR)
Regulations 2015 and the rules made there under, as amended from time to time.

(b) COMPOSITION, MEETINGS AND ATTENDANCE DURING THE YEAR :

As on 31^st March, 2025, The Audit Committee comprises of Two Independent Directors and one Non-Executive

Director. The committee comprises as follows:

During the year, the Audit Committee was constituted under Section 177 of the Companies Act, 2013 and its
meetings were held four times during the year ended March 31, 2025.

Audit Committee Meetings

Lakkaraju Shyama Prasad and Mrs. Rallabhandi Lakshmi Sarada ceased to be Committee Members with
effect from 19th March 2025, consequent upon their retirement as Independent Directors of the Company upon
completion of their respective tenures.

***Mr. Vadlamani Venkata Subramanya Ravi ceased to be a Committee Member with effect from 28th May
2025, consequent upon his resignation as a Non-Executive Director of the Company.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION :

The current policy is to have an appropriate mix of executive and independent directors to maintain the
independence of the Board, and separate its functions of governance and management. As on March 31, 2025, the
Board consists of six members, three of whom are independent directors. The Board periodically evaluates the
need for change in its composition and size.

The policy of the Company on directors’ appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of
section 178 of the Companies Act, 2013, adopted by the Board is recommended by the Nomination and
Remuneration Committee. We affirm that the remuneration paid to the directors is as per the terms laid out in the
nomination and remuneration policy of the Company.

NOMINATION AND REMUNERATION COMMITTEE :

(a) TERMS OF REFERENCE :

The Company had constituted the Nomination and Remuneration Committee under Section 178 of the Companies
Act, 2013. The scope of the Committee also includes matters which are set out in SEBI (LODR) Regulations,
2015 and the rules made there under, as amended from time to time. The broad terms of reference are to determine
and recommend to Board, appraisal of the performance of the Managing Directors/Whole-time Directors and to
determine and advise the Board for the payment of annual commission/compensation to the Non-Executive
Director and to recommend to the Board appointment/reappointment and removal of Directors. To frame criteria
for determining qualifications, positive attributes and Independence of Directors and to create an evaluation
framework for Independent Directors and the Board.

(b) COMPOSITION, MEETINGS AND ATTENDANCE DURING THE YEAR :

The Nomination and Remuneration Committee comprises of total Two Independent Directors and one Non¬
Executive Director and it meets two times in the year.

The committee comprises as follows:

***Mr. Lakkaraju Shyama Prasad and Mrs. Rallabhandi Lakshmi Sarada ceased to be Committee Members with
effect from 19th March 2025, consequent upon their retirement as Independent Directors of the Company upon
completion of their respective tenures.

Vadlamani Venkata Subramanya Ravi and Mr. RakeshBhanu Amara ceased to be Committee Members
with effect from 28th May 2025, consequent upon their resignations as Non-Executive Director and Independent
Director & Non-Executive Director respectively of the Company.

The Committee held Three meetings during the year ended March 31, 2025.

Nomination and Remuneration Committee meetings

Attendance of Nomination and Remuneration Committee members

(c) SELECTION AND EVALUATION OF DIRECTORS :

The Board has based on recommendations of the Nomination and Remuneration Committee, laid down following
policies:

1. Policy for Determining Qualifications, Positive Attributes and Independence of a Director

2. Policy for Board & Independent Directors’ Evaluation

(d) PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Based on the criteria laid down in the Policy for evaluation of Board and Independent Directors, the Board carried
out the annual performance evaluation of Board Committees and the Independent Directors, whereas at a separate
meeting, Independent Directors evaluated the performance of Executive Directors, Board as a whole and of the
Chairman. Nomination and Remuneration Committee also evaluated individual directors’ performance.

i) As per the said Policy, evaluation criteria for evaluation Board inter alia covers: Composition in light of
business complexities and statutory requirements; establishment of vision, mission, objectives and values for
the Company; laying down strategic road map for the Company & annual plans; growth attained by the
Company; providing leadership and directions to the Company and employees; effectiveness in ensuring
statutory compliances and discharging its duties / responsibilities towards all stakeholders; Identification,
monitoring & mitigation of significant corporate risks; composition of various committees, laying down terms
of reference and reviewing committee’s working etc.

ii) Performance evaluation criteria for Executive Directors inter alia include: level of skill, knowledge and core
competence; performance and achievement vis-a-vis budget and operating plans; effectiveness towards
ensuring statutory compliances; discharging duties/responsibilities towards all stakeholders;
reviewing/monitoring Executive management performance, adherence to ethical standards of integrity &
probity; employment of strategic perception and business acumen in critical matters etc.

iii) Performance of Independent Directors is evaluated based on: objectivity & constructively while exercising
duties; providing independent judgment on strategy, performance, risk management and Board’s deliberations;
devotion of sufficient time for informed decision making; exercising duties in bona fide manner; safeguarding
interests of all stakeholders, particularly minority shareholders; upholding ethical standards of integrity &
probity; updating knowledge of the Company & its external environment etc.,

iv) Committees of the Board are evaluated for their performance based on: effectiveness in discharging duties and
functions conferred; setting up and implementation of various policies, procedures and plans, effective use of
Committee’s powers as per terms of reference, periodicity of meetings, attendance and participation of
committee members; providing strategic guidance to the Board on various matters coming under committee’s
purview etc.,

(e) REMUNERATION POLICY FOR DIRECTORS :

The Committee has formulated Policy for Remuneration of Directors, Key Management Personnel and other
employees. As per the Policy, remuneration to Non-executive Independent Directors include:

a. Sitting Fees for attending meetings of the Board as well as Committees of the Board as decided by the Board
within the limits prescribed under the Companies Act.

b. Travelling and other expenses they incur for attending to the Company’s affairs, including attending Committee

and Board Meetings of the Company.

• REMUNERATION TO EXECUTIVE DIRECTORS :

The appointment and remuneration of Executive Directors including Managing Director, Joint Managing Director
and Whole Time Director is governed by the recommendation of the Remuneration and Nomination Committee,
resolutions passed by the Board of Directors and Shareholders of the Company. The remuneration package of
Whole Time Director, comprises of salary, perquisites, allowances and other retirement benefits as approved by
the shareholders at the General Meetings of the Company.

• REMUNERATION TO NON-EXECUTIVE DIRECTORS :

The Non-Executive Directors are paid remuneration by way of Sitting Fees. The Non- Executive Directors are
paid sitting fees for each meeting of the Board and Committee of Directors attended by them.

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 auditors’ certificate thereon shall not be mandatory for the Company for the reporting
period.

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, 2025 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, 2025. 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, 2025. 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, 2026.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, 2026,
Vijayawada as has been set out in the Notice of the 49 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 2024-25.
M/s. Jithendra Kumar & Co, Cost Accountants (Firm Registration No. 103347), Vijayawada has carried cost audit
of the company for the financial year 2024-25.

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 31.03.2025 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 have been no material changes and commitments, which affect the financial position of the company which
have occurred between the end of the financial year 31.03.2025 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, 2025 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
management of risk. 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 2024-25. 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.

(j) Number of employees as on the closure of financial year:

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 2024-25 :

During the year 2024-25, 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 :

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

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SHIFTING OF REGISTERED OFFICE :

During the year under review, the Company filed a petition before the Regional Director, South Eastern Region
(RD, SER), Hyderabad, seeking approval for the shifting of its registered office from the State of Telangana
(Hyderabad) to the State of Andhra Pradesh under the provisions of Section 12(5) of the Companies Act, 2013.
The said petition was duly approved by the Regional Director vide order dated 08th April 2025.

Pursuant to the approval granted, 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, Financial Institutions, 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.

By Order of the Board of Directors
For Coromandel Agro Products and Oils Limited

Sd/-

(Meadem Sekhar)

Whole Time Director & CEO
(DIN: 02051004)

Sd/-

(Maddi Venkateswara Rao)

Place : CHILAKALURIPET Director

Date : May 28, 2025. (DIN: 00013393)