To,

The Members,

Visagar Polytex Limited Address: - 907/908, Dev Plaza, Opp Andheri Fire Station, S. V. Road, Andheri (W), Mumbai, MH-400058

Your Directors have pleasure in presenting 41^st Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31^st March, 2024.

The Company's performance during the year ended 31^st March, 2024 as compared to the previous financial year, is summarized below:

FY 2023-24 closed with Revenues of 821.06 Lakhs, EBITDA of (1553.30) Lakhs, PAT of (1553.30) Lakhs and EBITDA margins of (189.18 %).

There was no change in nature of the business of the Company, during the year under review.

During the year under review, Company has not transferred any amount into the reserves.

With a view to conserve resources, your Directors have thought it prudent not to recommend any dividend for the financial year under review.

As of March 31, 2024, the company's paid-up equity share capital was 2927.01 Lakhs. During the year, there were no public issues, rights issues, bonus issues, preferential issues, or any other form of share issuance. Additionally, the company did not issue shares with differential voting rights or sweat equity shares.

There were no adverse material changes or commitments occurred between the end of financial year and date of this report, which may affect the financial position of the Company or may require disclosure.

A calendar of Meetings is prepared and circulated in advance to the Directors. During FY 2023-24, seven meetings of the Board of Directors were held on May 10, 2023; June 28, 2023; August 14, 2023; September 06, 2023; November 06, 2023; February 12, 2024; and March 13, 2024. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days.

The Audit Committee of the Board comprises of Mr. Kaushal Yadav Chairman, Ms. Madhubala Vaishnav Member and Mr. Kuldeep Kumar Member. All recommendations given by Audit Committee during FY 2023-24 were accepted by the Board.

Further details on the Audit Committee and other Committees of the Board are given in the Corporate Governance Report, which forms a part of this Annual Report.

Appointment and Resignation

The shareholders at the 40^th Annual General Meeting held on September 30, 2023 approved appointment of Mr. Vikramjit Singh Gill, Director (DIN: 08875328) as Director retiring by rotation.

Board of Directors in their meeting held on 30^th August, 2024 approved the re-appointmen tof Mr. Kaushal Ydava, Mr. Kuldeep Kumar and Ms. Madhubala Vaishnaw as a Non-Executive Independent Director for seond term of five years subject to approval of members in the ensuing annual general meeting

Retirement by Rotation

In accordance with the Articles of Association and as per provisions of Section 152(6) of the Companies Act, 2013, Mr. Tilokchand Kothari, Managing Director (DIN: 00413627) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Your Board recommends his re-appointment.

Except as stated above, there was no change in the composition of the Board of Directors and Key Managerial Personnel.

In terms of provisions of Section 203 of the Act, and the Rules made thereunder, following are the Key Managerial Personnel (KMP) of the Company:

1. Mr. Tilokchand Kothari Managing Director

2. Mr. Sachin Mehta Chief Financial Officer

3. Ms. Parul Gupta Company Secretary

The Board of Directors of the Company is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the NRC has established processes for performance evaluation of Independent Directors, the Board and Committees of the Board. Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its Committees as well as the Directors individually.

The Board has, on the recommendation of the NRC framed a policy for selection and appointment of Directors, Senior Management and their remuneration (‘NRC Policy’). The NRC

Policy of the Company includes criteria for determining qualifications, positive attributes and independence of a director and policy relating to the remuneration of Directors, Key Managerial Personnel and other employees. The NRC Policy is framed with the object of attracting, retaining and motivating talent which is required to run the Company successfully. The Policy can also be accessed on Company’s website

Directors confirm that the Secretarial Standard - 1 on Meetings of Board of Directors and Secretarial Standard 2 on General Meetings, issued by The Institute of Company Secretaries of India, have been duly complied with.

All the transactions with Related Parties are placed before the Audit Committee for its approval. A statement containing details of all Related Party Transactions are placed before the Audit Committee and the Board of Directors for review on a quarterly basis and for prior approval whenever there is a requirement for such approvals. The omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseeable and repetitive nature. The transactions entered into pursuant to omnibus approval are placed before Audit Committee and Board of Directors on quarterly basis. The policy on Related Party Transactions (RPT) is available on the website of the Company.

All the related party transactions for the year under review were in the ordinary course of business and on an arm’s length basis and hence disclosure in Form AOC-2 is not required. No material related party transactions were entered with related parties during the year under review and there were no materially significant transactions with any of the related parties that may have potential conflict with the interest of the Company at large.

The details of transactions with related parties as per the requirement of IND-AS are disclosed in the notes to the Financial Statements.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

The Company has not accepted or renewed any amount falling within the purview of provisions of

Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit)

Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

The provisions as laid down in the Section 135 of the Companies Act, 2013 are not applicable to the Company, hence Company has not constituted the Corporate Social Responsibility Committee.

M/s. Bhatter & Associates, Chartered Accountant (Firm Registration No. 131411W) has been appointed as the Statutory Auditors in the Extra-Ordinary General Meeting held on November 04, 2022 for the first term of five consecutive years from the conclusion of that Extra-Ordinary General Meeting till the conclusion of 44^th Annual General Meeting in the financial year 2027-28.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in their report for the financial year ended March 31, 2024.

Pursuant to Section 204 of the Act, M/s Kirti Sharma & Associates, Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company, for the financial year ended March 31, 2024. The Report of the Secretarial Auditor is annexed to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Company has in place an adequate budgetary control system and internal financial controls with reference to financial statements. No reportable material weaknesses were observed in the system during the previous fiscal. Further, the Company has laid down internal financial control policies and procedures which ensure accuracy and completeness of the accounting records and the same are adequate for safeguarding of its assets and for prevention and detection of frauds and errors, commensurate with the size and nature of operations of the Company. The policies and procedures are also adequate for orderly and efficient conduct of business of the Company

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards’ report.

Risk Management is the process of identification, assessment, and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid a comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Audit committee and approved by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework.

The policy has been hosted on Company’s website www.visagarpolytex.in .

The Company has established a vigil mechanism and formulated the Whistle Blower Policy (WB) to deal with instances of fraud and mismanagement, if any. The details of the WB Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149(7) of the Act and Regulation 16 and 25 of the Listing Regulations. Ms. Madhubala Vaishnav, Independent Director of the Company have registered themselves in the databank with the Indian Institute of Corporate Affairs and confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold the highest standards of integrity.

The terms and conditions of the appointment of Independent Directors have been disclosd on the website of the Company.

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and as per provisions of the Companies Act, 2013 and Rules made there under, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities and obligations in the Company, nature of the industry in which the Company operates, business model etc. The same is available on the website of the Company.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure I to this Report.

A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as a separate annexure forming part of this Report. However, the Annual Report is being sent to the members excluding the aforesaid annexure. The said information is available for electronic inspection during working hours and any member interested in obtaining such information may write to the Company Secretary or Registrar and Transfer Agent and the same will be furnished on request.

Pursuant to the provisions of Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ended on March 31, 2024 is available on the website of the Company and web-link of the same is: https://vpl.visagar.com/admin/uploads/MGT-7_VPL.pdf

A Report on Corporate Governance as annexed in Annexure II, in terms of Regulation 34 of the Listing Regulations, along with a Certificate from Practicing Company Secretary, certifying compliance of conditions of Corporate Governance enumerated in the Listing Regulations, is presented in a separate section forming part of this Annual Report.

Management Discussion and Analysis Report for the year under review, giving detailed analysis of Company’s operations, as stipulated under Regulation 34 of the Listing Regulations, is annexed as Annexure III forming part of this Annual Report.

There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is to be regarded as Nil. The Company has not entered into any technology transfer agreement.

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2024, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. such accounting policies have been selected and applied consistently and the Directors 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 31^st March, 2024 and of the profit/loss of the Company for that year; c. proper and sufficient care was taken 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; d. 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; e. the annual accounts of the Company have been prepared on a going concern basis; f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

The Company is committed to maintaining productive environment for all its employees at various levels in the organisation, free of sexual harassment and discrimination on the basis of gender.

The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act").

The Company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

There was no instance of onetime settlement with any Bank or Financial Institution.

Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of our Company.