డైరెక్టర్ల నివేదిక Virgo Polymers (India) Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Fortieth (40^th) Annual Report of Virgo
Polymers India Limited (herein after referred to as ‘the Company'') on the business
and operations of your Company along with the Audited Financial Statements, Board''s
Report and Auditor''s Report for the financial year ended 31^st March 2025.

1. FINANCIAL RESULTS:

The audited financial results of the Company for the financial year ended 31^st March
2025 are summarized below:

(Amount in INR Lakhs)

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	18,182.72	13,053.48
Other Income	457.36	272.72
Total Income	18,640.09	13,326.19
Total Expenses including Interest	18,369.81	13,087.43
and Depreciation
Profit/(Loss) before Tax	270.28	238.76
Exceptional Items	-	-
Tax Expenses:
Current Tax	46.04	43.3
Deferred Tax	-7.65	-19.45
MAT Credit Entitlement	-	-
Transfer to Reserves	-	-
Profit /(Loss) carried to Balance	231.88	214.91
Sheet/ After Tax (Net Profit)

The audited financial statements of the Company for the financial year ended 31^st
March, 2025 were approved by the Board of Directors at its meeting held on 30^th May,
2025.

2. STATE OF AFFAIRS OF THE COMPANY’S/BUSINESS PERFORMANCE:

During the financial year under review, the revenue from operations of the Company
was Rs.18,182.72 (In Lakhs) as against revenue from operations of Rs.13,053.48 (In
Lakhs) during the previous financial year.

During the financial year under review, the Company had made a net profit after tax of
Rs.231.88 (In Lakhs) as against a net profit after tax of Rs.214.91 (In Lakhs) during the
previous financial year.

3. NATURE OF BUSINESS AND CHANGE IN NATURE OF BUSINESS DURING THE YEAR
UNDER REVIEW:

During the year under review there has been no change in nature of business of the
Company.

The Company is engaged in the business of dealing in FIBC Jumbo Bags, PP Woven Sack
Bags and related products.

4. SHARE CAPITAL AND CHANGES IN SHARE CAPITAL DURING THE YEAR UNDER
REVIEW:

The Authorised Share Capital of the Company as on 31^st March 2025 was Rs.6,00,00,000
(Rupees Six Crores Only) and the Paid-Up Equity Share Capital of the Company as on
31^st March, 2025 was Rs.3,40,00,000/- (Rupees Three Crore Forty Lakhs Only).

During the year under review there was no change in the Authorised, Issued,
Subscribed and Paid-Up Share Capital of the Company.

5. DETAILS ABOUT DIVIDEND AND UNPAID DIVIDEND AND DISCLOSURES AS
REQUIRED AS PER IEPF. RULES:

The Board of Directors wish to conserve the profit for future development and
expansion. Hence, your Company have not recommended any dividend for the financial
year 2024-25.

As on 31^st March 2025, there are no unpaid or unclaimed dividends lying with the
Company. Accordingly, no amounts are required to be transferred to the Investor
Education and Protection Fund (IEPF).

6. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS:

The Company has not given any guarantee and security during the financial year under
review as per the provisions of Section 186 of Companies Act, 2013 (the Act). The
investments made by the Company is in compliance with the provisions of the Act.

7. TRANSFER TO GENERAL RESERVE:

The Board of Directors of your Company has decided not to transfer any amount to the
general reserves or any other reserves for the financial year under review.

8. DEPOSITS:

During the financial year 2024-25, the Company has not accepted any deposits under
the provisions of Section 73 of the Companies Act, 2013 read together with the
Companies (Acceptance of Deposits) Rules, 2014.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:

All related party transactions that were entered into during the financial year ended
March 31, 2025, were on an arm''s length basis and were in the ordinary course of
business as per the provisions of Section 188 of the Companies Act, 2013. Form No.
AOC-2 is attached to this Report as Annexure I.

The details of related party transactions during the year under review have been
disclosed in notes to financial statements as per Ind AS - 24.

There are no materially significant related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel or other designated personnel or
other designated persons, which may have potential conflict with interest of the
Company at large.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the business and operations of the
Company for the financial year ended 31^st March 2025 as stipulated under Regulation
34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(‘Listing Regulations'') and under the provisions of the Companies Act, 2013 (the Act) is
annexed as an Annexure II to this report.

11. BOARD POLICIES:

The Company has the following policies which are applicable as per the provisions of
the Companies Act, 2013 and the Listing Regulations which are placed on the website of
the Company at www.fibcbigbags.com

i. Code of conduct for Board and Senior Management Personnel.

ii. Terms and Conditions of appointment of Independent Directors.

iii. Vigil Mechanism/ Whistle Blower Policy.

iv. Policy for determination of materiality of events or information.

v. Familiarisation program for Independent Directors.

vi. Policy on Preservation and Archival of Documents.

vii. Performance Evaluation Policy.

viii. Code of conduct for Prevention of Insider Trading.

ix. Policy for determination of material subsidiaries

x. Policy on Related Party Transaction.

xi. Nomination and Remuneration Policy.

xii. Code of Fair Disclosure of Unpublished Price Sensitive Information

xiii. Policy on Prevention of Sexual Harassment of Women at Workplace

Since your Company''s Paid-Up Equity Share Capital and the Net Worth is less than Rs.10
Crores and Rs.25 Crores respectively, the provisions of the Listing Regulations relating
to compliance of corporate governance provisions is not applicable to the Company.

12. RISK MANAGEMENT & ITS POLICY:

Pursuant to Section 134 of the Companies Act, 2013, the Company has a Risk
Management Policy in place, which provides a structured framework for identifying,
assessing, analyzing, evaluating, and mitigating key risks that may impact its business
objectives. The policy also ensures risk reporting, disclosures, and integration with the
Company''s strategic and business planning processes.

The Company has an effective risk management mechanism to monitor and address
major risks identified across its business functions. These risks are reviewed and
discussed periodically by the Management, Audit Committee, and the Board of
Directors, and appropriate mitigating actions are undertaken on a continuous basis.

13. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has
framed a policy which lays down a framework in relation to remuneration of Directors,
Key Managerial Personnel and Senior Management of the company. The policy also lays
down the criteria for selection and appointment of Board Members. The policy and
details of Nomination and Remuneration is available on the website of the Company at
www.fibcbigbags.com

In accordance with the Nomination and Remuneration Policy, the Nomination and
Remuneration Committee has, inter alia, the following responsibilities:

1. The Committee had formulated the criteria for determining qualifications, positive
attributes, and independence of a director and the same is available on the
Company''s website at www.fibcbigbags.com

2. The Committee shall identify persons who are qualified to become Director and
persons who may be appointed in Key Managerial and Senior Management positions
in accordance with the criteria laid down in this policy.

3. Recommend to the Board, appointment and removal of Director, KMP and Senior
Management Personnel.

4. The Board shall carry out evaluations of the performance of every Director, KMP and
Senior Management Personnel at regular intervals (yearly).

5. The remuneration/compensation/commission etc. to the Managerial Personnel,
KMP and Senior Management Personnel will be determined by the Committee and
recommended to the Board for approval. The remuneration/compensation/
commission etc. shall be subject to the prior/post approval of the members of the
Company and Central Government, wherever required.

6. Increments to the existing remuneration/compensation structure may be
recommended by the Committee to the Board which should be within the slabs
approved by the members in the case of Managerial Personnel.

7. Where any insurance is taken by the Company on behalf of its Managerial Personnel,
Chie Executive Officer, Chief Financial Officer, the Company Secretary, and any other
employees for indemnifying them against any liability, the premium paid on such
insurance shall not be treated as part of the remuneration payable to any such
personnel. Provided that if such person is proved to be guilty, the premium paid on
such insurance shall be treated as part of the remuneration.

8. The Non-Executive/Independent Director is paid remuneration by way of fees for
attending meetings of the Board or Committee thereof.

9. Commission to Non-Executive/Independent Directors, if proposed may be paid
within the monetary limit approved by the members, subject to the limit not
exceeding 1% of the net profits of the Company computed as per the applicable
provisions of the Companies Act, 2013.

14. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS
FRONT:

Training in all sectors is given to our employees periodically and they are motivated to
work in line with the development of the industry. The willingness and commitment of
the employees, help the company to stand tall among its customer in quality and
service.

Also, please refer to Point No. 18 concerning the labour strike at the Company''s factory.

15. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (POSH) AND
INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for Sexual Harassment at Workplace and has adopted
a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. Internal

Complaints Committee (“ICC”) is in place to redress complaints received regarding
sexual harassment. The policy on Prohibition, Prevention & Redressal of Sexual
Harassment is available on the website of the Company at www.fibcbigbags.com

The Committee met once in the financial year 2024-25. The Company is committed to
provide a safe and conducive work environment to its employees.

Your Directors state that during the financial year 2024-25, there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

During the financial year under review, the Company has complied with all the
provisions of the POSH Act and the rules framed thereunder. Further details are as
follow:

a.	Number of complaints of Sexual Harassment received during the year	Nil
b.	Number of complaints disposed off during the year	Nil
c.	Number of cases pending for more than ninety days	Nil

16. PARTICULARS OF SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES:

As on March 31, 2025, Company doesn''t have any Subsidiary (ies), Joint Venture(s) and
Associate Company (ies) at the end of the year.

17. COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY
COMPANY:

The Company neither has any Holding nor has any Subsidiary Company, therefore,
disclosure under Section 197 (14) of the Companies Act, 2013 is not applicable to the
Company for the financial year under review.

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

There have been no material changes and commitments affecting the financial position
of the Company occurred between the end of the financial year to which these financial
statements relate and the date of this report under Section 134(3) (i) of the Companies
Act, 2013.

However, the following material changes has occurred impacting the financial position
of the Company:

Disruption of Operations Due to Labour Strike

The operations at the Company''s factory located at A-1-A, MMDA Industrial Complex,
Maraimalai Nagar, Tamil Nadu - 603209, have been disrupted due to an industrial
strike declared by members of the AITUC Union, involving 87 employees, with effect
from 13^th March 2025.

The strike arose as a result of internal disputes relating to alleged non-adherence to
certain operational practices and concerns over increased waste levels. In the interest of
maintaining safety and order within the premises, the Company implemented
precautionary measures, including the temporary suspension of operations at the
facility.

As a consequence of the ongoing strike, the Company has suffered a complete halt in
production for over many months, resulting in the loss of ongoing customer orders.
While the exact financial impact is still being assessed, the management anticipates that
the quantum of loss will be significant. It is important to note that:

• There has been no damage to physical property.

• The operational losses incurred are not covered by insurance.

The management has been making consistent and sincere efforts to amicably resolve
the matter, including engaging with the Labour Councillor and other relevant
stakeholders. Furthermore, in view of the safety concerns of the immigrant workforce
due to ongoing threats and unrest, the Company is actively considering relocation of its
operations to ensure a safe and stable working environment.

The Board will continue to monitor the situation closely and take all necessary actions
in the best interest of the Company and its stakeholders.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the financial year under review, no significant and material order has been
passed by the regulators, courts, tribunals impacting the going concern status and
Company''s operations in future.

However, the Company had filed a writ petition before the Hon''ble High Court of
Judicature at Madras seeking a refund of duty drawback amounting to Rs.116 Lakhs.
The writ petition was dismissed by the Hon''ble High Court vide order dated 24^th
November 2024, and the certified copy of the order was received by the Company on 4^th
March 2025.

Subsequently, the Company has filed an appeal before the Hon''ble High Court on 30^th
April 2025, challenging the dismissal and seeking appropriate reliefs. The matter is
currently sub-judice.

20. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditors in their
reports have not reported any instances of frauds committed in the Company by its
Officers or Employees under Section 143(12) of the Companies Act, 2013.

21. AUDITORS AND AUDIT REPORTS:

STATUTORY AUDITORS:

M/s. Venkat and Rangaa LLP, Chartered Accountants, (FRN:004597S) were appointed
as the Statutory Auditors of the Company for a term of five (5) consecutive years at the
37^th Annual General Meeting held on 12^th September 2022 and they shall continue to
hold the office as the Statutory Auditors till the conclusion of 42^nd AGM to be held in the
year 2027.

COMMENT ON STATUTORY AUDITOR’S REPORT:

There are no qualifications, reservations, remarks or disclaimers made by M/s. Venkat
and Rangaa LLP, Chartered Accountants, Statutory Auditors, in their audit report on the
financial statements for the year ended 31^st March 2025.

SECRETARIAL AUDITOR:

Pursuant to the requirements of Section 204(1) of the Companies Act, 2013 and Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, Mrs. Srividhya, Practicing Company Secretary, Chennai (Membership No.A34438;
CP No. 14058) was appointed to conduct the Secretarial Audit of the Company for the
financial year 2024-2025.

Further, the Board at its meeting held on 30^th May 2025, considering the experience and
expertise and based on the recommendation of the Audit Committee, has proposed to
the Members of the Company the appointment of Mrs. N. Srividhya, (Membership No:
A34428; COP No: 14058) a Peer-Reviewed Practicing Company Secretary as the
Secretarial Auditor of the Company for a period of Five (5) consecutive financial years,

i.e. from financial year 2025-26 to financial year 2029-30 in terms of Regulation 24A of
the SEBI (Listing Regulations) and SEBI Circular No. SEBI/ HO/CFD/CFD-PoD-
2/CIR/P/ 2024/185 dated December 31, 2024 (“SEBI Circular”) read with provisions of
Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit report as received from the Secretarial Auditor is annexed to this
report as Annexure III.

QUALIFICATION IN SECRETARIAL AUDIT REPORT:

There are no material qualifications in the Secretarial Audit Report for the financial year
2024-25 except for few which was taken on record by the Board for due action.

BOARD''S REPLY:

i) The Company has been complying with all listing formalities and had received In¬
principal approval for revocation of suspension of trading of equity shares dated 29-11¬
2018. The trading suspension was not revoked even after compliances. The Company
again received 2nd In-principal approval for revocation of suspension of trading of
equity shares dated 11-11-2022 and again complied with all formalities. The company is
following up with BSE officials, for the revocation of suspension.

ii) There was a delay in filing the Unaudited Financial Results for the quarter and half¬
year ended 30^th September 2024 due to a critical server failure that restricted access to
key financial data. The results were filed on 27^th November 2024, beyond the due date
of 14^th November 2024. The Board has taken corrective measures to prevent such
delays in the future and remains committed to timely regulatory compliance.

INTERNAL AUDITORS:

M/s. Mardia & Associates, Chartered Accountants were appointed as an Internal
Auditors of the Company for the FY 2024-2025 as well as for FY 2025-2026. The Audit
Committee determines the scope of Internal Audit in line with regulatory and business
requirements.

COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with notification of the
Companies (Cost Records and Audit) Rules, 2014 the Company does not fall under the
purview of the Cost Audit.

22. DIRECTORS AND KEY MANAGERIAL PERSONNELfKMP) AND CHANGES IN
DIRECTORS AND KMP DURING THE YEAR UNDER REVIEW:

As on 31^st March, 2025, the Board of Directors of the Company consists of 6 Directors
including a Managing Director, Two (2) Whole-Time Directors, Two (2) Non-Executive
Independent Directors and a Non-Executive Non-Independent Director.

S.	Name of the Directors	DIN	Designation	Date of Original Appointment
No				in the Company

1	Mr. Vivek Ramsisaria	01942187	Managing Director	18-01-2008
2	Mr. Varun Ramsisaria	01107837	Whole-Time Director	25-08-2011
3	Mrs. Mamta Ramsisaria	02562426	Whole-Time Director	03-10-2012
4	Mr. Rishav Sethia	08565518	Independent Director	18-03-2020
5	Mr. Sagar Ramsisaria	07452390	Independent Director	28-02-2020
6	Mr. Sunil Saraf	00388423	Non-Executive Director	29-08-2004

The changes in the constitution and composition of the Board of the Directors and KMP
during the financial year under review took place in the following manner:

a) Mrs. Sweety Goyal (ICSI Membership No. ACS 61454) resigned as the Company
Secretary and Compliance Officer of the Company with effect from 20^th May 2024.

b) Mrs. Bhavani was appointed as the Chief Financial Officer (CFO) of the Company with
effect from 31^st July 2024.

c) The Members of the Company at the Annual General Meeting (AGM) held on Monday,
30^th September, 2024 has approved the following matters by way of Special Resolution:

• Re-appointment of Mrs. Mamta Ramsisaria (DIN: 02562426) as the Whole-Time
Director of the Company for a period of five (5) consecutive years with effect from
28^th May 2025, and approval of an increase in remuneration up to Rs.30,00,000/-
(Rupees Thirty Lakhs Only) per annum

• Re-appointment of Mr. Varun Ramsisaria (DIN: 01107837) as the Whole-Time
Director of the Company for a period of five (5) consecutive years with effect from
28^th May 2025, and approval of an increase in remuneration up to Rs.30,00,000/-
(Rupees Thirty Lakhs Only) per annum.

• Re-appointment of Mr. Rishav Sethia (DIN: 08565518) as an Independent Director
of the Company for a second (2^nd) term of five (5) consecutive years with effect
from 17^th March 2025, not liable to retire by rotation.

• Re-appointment of Mr. Sagar Ramsisaria (DIN: 07452390) as an Independent
Director of the Company for a second (2^nd) term of five (5) consecutive years with
effect from 27^th February 2025, not liable to retire by rotation.

d) The Board of Directors of the Company at its meeting held on 20^th March 2025 has
approved the appointment of Mr. Krishnamurthy Murali (ICSI Membership No. ACS
20089) as the Company Secretary and Compliance Officer of the Company with effect
from 20^th March 2025.

23. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD. ITS
COMMITTEES AND INDIVIDUAL DIRECTORS :

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, a
structured questionnaire was prepared after taking into consideration of the various
aspects of the Boards'' functioning, the composition of the Board and its committees,
culture, execution and performance of specific duties, obligations, and governance.

The Board and the Committees were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the Board and Committee.

4. Effective Conduct of Board and Committee Meetings.

5. Monitoring by the Board, management effectiveness in implementing strategies,
managing risks and achieving the goals.

The Board also carried out the evaluation of the Directors and Chairman based on
following criteria:

1. Attendance at meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board.

The Board found that the performance of all the Directors was quite satisfactory. The
Board also noted that the term of reference and composition of the Committees was
clearly defined. The Committee performed their duties diligently and contributed
effectively to the decisions of the Board.

The functioning of the Board and its committees were quite effective. The Board
evaluated its performance as a whole and was satisfied with its performance and
composition of Independent and Non-Independent Directors.

24. AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by the
Board.

25. COMPOSITION OF COMMITTEES OF THE BOARD OF THE DIRECTORS:

The following was the composition and changes in the Committees of the Board as per
the provisions of the Companies Act, 2013 and the Listing Regulations as on 31^st March
2025:

Audit Committee
Name of the Director	DIN	Designation	Category/Status
Mr. Rishav Sethia	08565518	Non-Executive - Independent Director	Chairman
Mr. Sagar Ramsisaria	07452390	Non- Executive - Independent Director	Member
Mr. Varun Ramsisaria	01107837	Whole-Time Director	Member

Nomination and Remuneration Committee
Name of the Director	DIN	Designation	Category/Status
Mr. Rishav Sethia	08565518	Non-Executive - Independent Director	Chairman
Mr. Sagar Ramsisaria	07452390	Non-Executive - Independent Director	Member
Mr. Sunil Saraf	00388423	Non-Executive Director	Member

Stakeholders Relationship Committee
Name of the Director	DIN	Designation	Category/Status
Mr. Rishav Sethia	08565518	Non-Executive - Independent Director	Chairman
Mr. Sunil Saraf	00388423	Non-Executive - Director	Member
Mr. Varun Ramsisaria	01107837	Whole-Time Director	Member

26. NUMBER OF MEETINGS OF THE BOARD AND BOARDS’ COMMITTEE HELD DURING
THE FINANCIAL YEAR:

The Board and its Committee''s meets at regular intervals to discuss and decide on
business strategies/policies and review the financial performance of the Company. The
Board Meetings and Committee meetings are pre-scheduled and a tentative annual
calendar of the Board is circulated to the Directors well in advance to facilitate the
Directors and committee to plan their schedules.

The following are the dates on which Board Meetings and Committee Meetings
happened during the financial year ended 31^st March 2025.

Meeting	No. of Meetings during the Financial Year 2024¬ 25	Date of the Meeting
Board Meeting	8	28th May 2024, 3^ July 2024, 14th August 2024, 14th November 2024, 27th November 2024, 14th February 2025, 26th February 2025 and 20th March 2025
Audit Committee	4	28th May 2024, , 14th August 2024, 14th November 2024, 27th November 2024, 14th February 2025
Nomination and Remuneration Committee	2	31st July 2024, 26th February 2025 and 20th March 2025
Stakeholders'' Relationship and Grievances Committee	2	14th February 2025

Independent Director''s	1	14th February 2025
Meeting

The interval between two Board Meetings was well within the maximum period
mentioned under Section 173 of the Companies Act, 2013, and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

27. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the
Independent Directors held a Meeting on 14^th February 2025, without the attendance of
Non-Independent Directors and the members of Management.

28. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program is to update the Directors on the roles, responsibilities,
rights and duties under the Act and other statutes and about the overall functioning and
performance of the Company. The policy and details of familiarization program is
available on the website of the Company at www.fibcbigbags.com.

29. INDEPENDENT DIRECTOR’S DECLARATION:

All the Independent Directors have given declarations that they meet the Criteria of
independence laid down under Section 149 of the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 in respect of financial year ended 31^st March, 2025,
which has been relied on by the Company and placed at the Board Meeting.

30. SECRETARIAL STANDARDS:

In terms of Section 118 (10) of the Act, the Company states that the applicable
Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries
of India (ICSI), relating to the Meetings of Board of Directors and General Meetings
respectively, have been duly complied with however improvements in certain areas are
being made by the Board.

31. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a
Vigil Mechanism Policy for its Directors and employees to report their genuine concerns
about unethical behaviours, actual or suspected fraud, violations of Code of Conduct of
the Company etc. The mechanism also provides for adequate safeguards against the
victimization of employees who avail themselves of the mechanism and also provides
for direct access by the Whistle Blower to the Audit Committee. It is affirmed that
during the financial year 2024-25, no employee has been denied access to the Audit
Committee. The Vigil Mechanism Policy is also available on the Company''s website
www.fibcbigbags.com.

32. INTERNAL FINANCE CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has formulated a framework on Internal Financial Controls in accordance
with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014. The Company has adequate
internal control systems to monitor business processes, financial reporting and
compliance with applicable regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for
identification of deficiencies and necessary time-bound actions are taken to improve
efficiency at all the levels. The Committee also reviews the observations forming part of
internal auditors'' report, key issues and areas of improvement, significant processes
and accounting policies.

33. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on the Code of Conduct for
the Board Members and Employees of the Company in accordance with the SEBI
(Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to
maintain the Standard of Business Ethics and ensure compliance with the legal
requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the
Board and by employees. The Compliance Officer is responsible to ensure adherence to
the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on
matters relating to integrity in the workplace, in business practices and in dealing with
stakeholders.

All the Board Members and the Senior Management Personnel have confirmed
Compliance with the Code.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provision of Section 135 of the Companies Act, 2013, all Companies having a
Net worth of Rs.500 Crore or more, or a turnover of Rs.1,000 Crore or more or a Net
Profit of Rs.5 Crore or more during any financial year are required to constitute a CSR
Committee and our Company does not meet the criteria as mentioned above, hence the
Company has not constituted any Corporate Social Responsibility (CSR) Committee; and
has not developed and implemented any Corporate Social Responsibility (CSR)
initiatives and the provisions of Section 135 of the Companies Act, 2013 are not
applicable to the Company.

35. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in accordance with Section 92(3) of the Companies Act,
2013 read with the Companies (Management and Administration) Rules, 2014, is
available on Company''s website and can be accessed at -www.fibcbigbags.com.

36. PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of Section 197 of the Companies
Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, during the financial year ended
31s^t March 2025.

37. DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India (ICSI) and is of the view that such systems are adequate and operating effectively.

38. DIRECTORS’ RESPONSIBILITIES STATEMENT:

As required under Section 134(3) (C) of the Companies Act, 2013, the Directors hereby
state and confirm that they have:

a) In the preparation of the annual accounts for the year ended 31^st March 2025, the
applicable accounting standards had been followed along with proper explanation
relating to material departures.

b) They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent, 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
of the Company for the year ended on that date.

c) They 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.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and operating effectively.

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

39. THE CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY:

Conservation of energy is of utmost significance to the Company. Every effort is made to
ensure optimum use of energy by using energy- efficient computers, processes and
other office equipment. Constant efforts are made through regular/ preventive
maintenance and upkeep of existing electrical equipment to minimize breakdowns and
loss of energy.

B. TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption: Nil

(ii) Benefits derived
Production improvement: Nil
Cost Reduction: Nil

Production development or Import substitution: Nil

(iii) Import Technology: Nil

(iv) Expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. in lakhs)

C. FOREIGN EXCHANGE EARNINGS AND OUTGO	2024-25	2023-24
Earnings in Foreign Exchange	3,485.54	5,970.90
Expenditure in Foreign Exchange	Nil	Nil
CIF value of imports - Raw Materials	896.02	2,323.44

40. CORPORATE GOVERNANCE REPORT:

As prescribed under the provisions of Regulation 15(2) of the SEBI (Listing Obligations
and Disclosures Requirements) Regulations 2015, your Company does not fall under the
purview of complying with the provisions of Corporate Governance provisions. During
the year, with the approval of the Board of Directors, your Company has informed the
non-applicability provision to the BSE Limited.

Since, the provisions of Corporate Governance is not applicable for the entire financial
year 2024-25, a separate report of Corporate Governance is not disclosed in the Annual
Report for 2024-25.

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016 131 OF 2016) DURING THE YEAR
ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There are no proceedings initiated and pending under the Insolvency and Bankruptcy
Code, 2016 against the Company during the year under review.

42. MAJOR THINGS HAPPENED DURING THE YEAR & THE MAJOR ACTIONS TAKEN BY
THE COMPANY IN THAT RESPECT:

Please refer to Point No. 18 concerning the labour strike at the Company''s factory.

43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF:

The Company has not made any one-time settlement for loans taken from the banks or
financial institutions, and hence the details of difference between amount of the
valuation done at the time of one-time settlement and the valuation done while taking
loan from the banks or Financial Institutions along with the reasons thereof is not
applicable during the year under review.

44. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN
REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL
YEAR AND PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR AND
KMP:

The information required pursuant to Section 197 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company and Directors is furnished hereunder:

S. No	Name	Designati on	Remune ration paid. FY 2024¬ 25	Remunerati on paid. FY 2023-24	Increase /Decrease in remuneration from previous year	Ratio / times per median of employee remunerat ion
1	Vivek Ramsisaria	Managing Director	Rs.30 Lakhs	Rs.30 Lakhs	Nil	10.92 : 1

2	Mamta Ramsisaria	Whole¬ Time Director	Rs.30 Lakhs	Rs.15 Lakhs	Rs.15 Lakhs (Increase)	10.92 : 1
3	Varun Ramsisaria	Whole¬ Time Director	Rs.30 Lakhs	Rs.30 Lakhs	Nil	10.92 : 1
4	Bhavani T	CFO	Rs.5.62 Lakhs	Nil	Rs.5.62 Lakhs	NA

45. LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2024-25 to
BSE Limited.

46. CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the Company were closed from
Tuesday, 24^th September 2024 to Monday, 30^th September 2024 (both days inclusive)
during the year under review.

47. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

The Company have no amounts in unpaid dividend account, application money due for
refund, matured deposits and interest accrued thereon which have remained unclaimed
or unpaid for a period of seven years to be transferred to Investor Education and
Protection Fund (IEPF).

48. COMPLIANCE UNDER MATERNITY BENEFIT ACT:

The Company affirms that it has duly complied with all provisions of the Maternity
Benefit Act, 1961, and has extended all statutory benefits to eligible women employees
during the year.

49. NO ESOP/ BUYBACK DECLARATION:

The Company has not issued any shares under an Employees'' Stock Option Scheme,
Sweat Equity, nor undertaken any Buyback of Securities during the year under review.

50. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere gratitude to the
encouragement, assistance, co-operation, and support given by the Central Government,
the Government of Tamil Nadu during the year. They also wish to convey their gratitude
to all the customers, auditors, suppliers, dealers, and all those associated with the
Company for their continued patronage during the year.

Your Directors also wish to place on record their appreciation for the hard work and
unstinting efforts put in by the employees at all levels. The Directors are thankful to the
esteemed stakeholders for their continued support and the confidence reposed in the
Company and its management.

51. CAUTIONARY STATEMENT:

The statements contained in the Board''s Report and Management Discussion and
Analysis Report contain certain statements relating to the future and therefore are
forward looking within the meaning of applicable securities laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax
regime, other statues, market forces and other associated and incidental factors may
however lead to variation in actual results.

Place: Chennai

Date: 03^rd September, 2025

For and on behalf of the Board
For Virgo Polymers India Limited

VIVFK Digitally signed

by VIVEK

RAMSISAR RAMSISARIA I

Date: 2025.09.06
IA 21:13:11 0530’

Sd/- Sd/-

Vivek Ramsisaria Varun Ramsisaria

Managing Director Whole-Time Director

(DIN: 01942187) (DIN: 01107837)

---

Mar 31, 2024

Your Directors have pleasure in presenting the 39^th Director''s Report of M/s. Virgo Polymers
India Limited (the Company) and along with it, the Audited Financial statements for the
financial year ended 31^st March 2024.

1. FINANCIAL RESULTS:

The financial results of the Company for the year ended 31^st March 2024 is summarized
below:

PARTICULARS	2023-24	2022-23
	(Rs.)	(Rs.)
Revenue from operations	1,30,53,47,552	1,70,28,16,708
Other Income	2,61,06,887	33,21,386
Total Income	1,33,14,54,439	1,70,61,38,094
Total expenses	1,30,75,78,449	1,69,88,55,446
Profit/(Loss) before tax	2,38,75,990	72,82,649
Exceptional Item	-	-
Transfer to Reserve	-	-
Profit / (Loss) carried to Balance sheet	2,14,90,929	63,01,396

2. BUSINESS PERFORMANCE:

During the year under review, your company has made profit of Rs. 2,14,90,929/- against
Rs. 63,01,396/- profit in the previous financial year. There is no change in the nature of
business of the Company

3. SHARE CAPITAL:

The Paid-up Equity Share Capital as on March 31, 2024 was Rs. 3,40,00,000. There is no
change in the Share Capital of the Company during the financial year.

4. DIVIDEND:

The Board of Directors wish to conserve the profit for future development and expansion
and hence have not recommended any dividend for the financial year 2023-24.

5. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The company has neither given any loans or guarantees nor made any investments as
covered under the provisions of section 186 of the Companies Act, 2013 during the
financial year 2023-24.

6. TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to the general reserve of
the Company.

7. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during
the said financial year.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:

All related party transactions that were entered into during the financial year were on
arm''s length basis and were in the ordinary course of the business, and the details of the
same are furnished under notes on account and also annexed as Annexure II in form AOC-
2. There are no materially significant related party transactions made by the company
with promoters, directors, key managerial personnel or other designatedpersonnel or
other designated persons, which may have potential conflict with interest of the company
at large.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Industry Structure and Developments:

Presently the Company is manufacturing an extensive range of FIBC (Jumbo bags, big
bags, bulk sacks) in various designs and sizes. FIBC is one of the most cost effective and
ideal type of packaging solutions for transportation and storage of goods. These bags are
made of polypropylene fabric.

Opportunities and Threats:

Our Company project has resulted in high quality output which has resulted to tie up long
term contracts with the Customers. Our main concern is, continuous competition from
other manufactures in the same line of production.

Segment wise performance:

The Performance of the products of the Company namely FIBC (Jumbo bags, big bags,
bulk sacks) in various designs and sizes which are made up of polypropylene fabric are
satisfactory and the only problem faced by the Company is power interruption and power
failure which are beyond control.

Risks and Concerns:

Our main concern is, continuous competition from other manufacturers in the same line
of production by reducing the price in the market due to which the Company has to
reduce the price to retain its share in the market.

10. RISK MANAGEMENT POLICY:

The Company continues to have an effective Risk Management process in place. The
Company has in place a mechanism to identify, assess, monitor and mitigate various risks
to key business objectives. Major risks identified by the businesses and functions are
systematically addressed also discussed at the meetings of the Audit Committee and the
Board of Directors of the Company. Major risks, if any, identified by the business and
functions are systematically addressed through mitigating action on a continuous basis.

11. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board has, on the
recommendation of the nomination and remuneration committee framed a policy for
selection and appointment of directors, key managerial personnel, senior management
personnel and their remuneration. The remuneration policy approved by the board of
Directors is available on the website of the Company www.fibcbigbags.com

12. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act,
2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the
Company www.fibcbigbags.com

a) Code of Conduct for Directors and Senior Management

b) Nomination and Remuneration Policy

c) Policy on Disclosure of Material Events

d) Policy on preservation of Documents

e) Policy on archival of data

f) Whistle Blower Policy

g) Policy on Related Party Transactions

h) Policy of Directors'' Appointment and Remuneration

i) Policy on Sexual Harassment of woman at work place (Prevention, prohibition
and redressal) Act, 2013.

Since your Company''s Paid-up Capital and Net worth is less than Rs. 10 Crores and Rs. 25
Crores respectively, the provisions of SEBI (LODR) Regulations, 2015 relating to
corporate governance is not applicable.

13. PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of section 197 of the Companies Act,
2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

The Information of employees as per Rule 5(2) of the said Act for the year is “Nil”.

14. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS
FRONT:

Training on all sectors is given to its employees periodically and motivated to work in
line with the development of the industry. The willingness and commitment of the
employees help the company to stand tall among its customer in quality and service.

15. DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013:

The Company 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 for prevention and redressal of complaints of sexual harassment at
workplace. The policy is uploaded and can be viewed on the Company''s website
www.fibcbigbags.com

During the year and under review the Company has not received any complaints on
sexual harassment.

16. PARTICULARS OF SUBSIDIARIES. ASSOCIATES AND JOINTVENTURE COMPANIES:

The Company does not have any Subsidiaries, Associates and Joint Venture Companies.

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

There are no material changes and commitments occurred between the end of the
financial year of the company to which the financial statements relate and the date of the
report, affecting the financial position of the company.

18. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Following are the Directors and the Key Managerial Personnels of the company:

Mr. Vivek Ramsisaria	Managing Director
Mr. Varun Ramsisaria	Whole-Time Director
Mrs. Mamta Ramsisaria	Whole-Time Director
Mr. Rishav Sethia	Independent Director
Mr. Sagar Ramsisaria	Independent Director
Mr. Sunil Saraf	Non-Executive Director

Directors'' appointment / Re-appointment:

> To appoint a director in place of Mrs. Mamta Ramsisaria (DIN: 02562426) who
retires by rotation and being eligible offers herself for re-appointment.

> To Re-appoint Mrs. Mamta Ramsisaria (DIN: 02562426) as Whole time Director of
the Company for a period of Five Consecutive Years w.e.f 28^th May 2025 and approval
for Increase in Remuneration.

> To Re-appoint Mr. Varun Ramsisaria (DIN: 01107837) as Whole time Director of the
Company for a period of Five Consecutive Year w.e.f 28^th May 2025 and approval for
Increase in Remuneration.

> To Re-appoint Mr. Rishav Sethia (DIN: 08565518) as Independent Director of the
Company for a second term of Five consecutive year w.e.f 17^th March 2025

> To Re-appoint Mr. Sagar Ramsisaria (DIN: 07452390) as Independent Director of the
Company for a second term of Five consecutive year w.e.f 27^th February, 2025.

Company Secretary & Chief Financial Officer:

Miss. Sweety Goyal (Resigned w.e.f 20th May 2024)	Company Secretary and Compliance Officer
Mr. Shyam Kishore	Chief Financial Officer
(Resigned W.e.f 31st January 2024)
Mrs. T. Bhavani	Chief Financial Officer
(Appointed W.e.f 31st July 2024)

Composition of committees of the board:

Audit Committee
Mr. Rishav Sethia	Chairman
Mr. Sagar Ramsisaria	Member
Mr. Varun Ramsisaria	Member

Nomination and Remuneration Committee
Mr. Rishav Sethia	Chairman
Mr. Sagar Ramsisaria	Member
Mr. Sunil Saraf	Member

Stakeholders Relationship Committee
Mr. Rishav Sethia	Chairman
Mr. Varun Ramsisaria	Member
Mr. Sunil Saraf	Member

19. NUMBER OF MEETINGS OF THE BOARD AND BOARDS’ COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies /
policies and review the financial performance of the Company. The Board Meetings are
pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors
well in advance to facilitate the Directors to plan their schedules.

Meeting	No. of Meetings during the Financial Year 2023-24	Date of the Meeting
Board Meeting	5	13.04.2023, 27.05.2023, 11.08.2023, 09.11.2023, 08.02.2024
Audit Committee	4	27.05.2023, 11.08.2023, 09.11.2023, 08.02.2024
Nomination &	2	13.04.2023,
Remuneration Committee		08.02.2024

The interval between two Board Meetings was well within the maximum period
mentioned under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures
and Obligations Requirements) Regulations, 2015.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a
Vigil Mechanism policy for directors and employees to report concerns about unethical
behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc.
The mechanism also provides for adequate safeguards against the victimization of
employees who avail themselves of the mechanism and also provides for direct access by
the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year
2023-24, no employee has been denied access to the Audit Committee. The vigil
mechanism policy is also available on the Company''s website www.fibcbigbags.com

21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls In accordance
with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate
internal control systems to monitor business processes, financial reporting and
compliance with applicable regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for
identification of deficiencies and necessary time-bound actions are taken to improve
efficiency at all the levels. The Committee also reviews the observations forming part of
internal auditors'' report, key issues and areas of improvement, significant processes and
accounting policies.

22. ANNUAL EVALUATION BY THE BOARD:

In compliance with the Companies Act, 2013, the performance evaluation of the Board
and its Committees were carried out during the year under review.

The evaluation framework for assessing the performance of Directors comprises of the
following key areas:

a) Attendance of Board Meetings and Board Committee Meetings.

b) Quality of contribution to Board deliberations.

c) Strategic perspectives or inputs regarding future growth of Company and its
performance.

d) Providing perspectives and feedback going beyond information provided by the
management.

e) Commitment to shareholder and other stakeholder interests.

f) The evaluation involves Self-Evaluation by the Board Member and subsequently
assessment by the Board of Directors. A member of the Board will not participate
in the discussion of his / her evaluation.

23. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is following the applicable Secretarial Standards as prescribed and
formulated by the Institute of Company Secretaries of India during the financial year
2023-24, to the extent as applicable.

24. INDEPENDENT DIRECTORS:

a) Declaration of Independent Directors:

The Company has received necessary declaration from all the Independent Directors of
the Company under Section 149(7) of the Companies Act, 2013 read with Rule 6 of
Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that the
Independent Directors of the Company meet the criteria of their Independence laid down
in Section 149(6).

b) Independent Directors Meeting:

The meeting of the Independent Directors was held on 8th February, 2024 as per
schedule IV of the Companies Act, 2013.

c) Familiarisation Programme for Independent Directors:

The familiarization program is to update the Directors on the roles, responsibilities,
rights and duties under the Act and other statutes and about the overall functioning
and performance of the Company. The policy and details of familiarization program is
available on the website of the Company at www.fibcbigbags.com

2 5.LISTING WITH STOCK EXCHANGES:

Shares of the Company are listed on BSE Limited and the Company confirms that it has
paid the annual Listing Fees for the year 2023-24.

26. REPORTING OF FRAUDS BY AUDITORS:

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 Board''s Report.

27. AUDITORS AND AUDITORS REPORT:

a) STATUTORY AUDITORS:

M/s. Venkat And Rangaa LLP, Chartered Accountants, (Firm Registration Number:
004597 S) has been appointed as statutory auditor of the company for the term of five
years in the 37th Annual General Meeting which held on 12th September 2022 and they
continue to be the Auditors till 42nd Annual General Meeting.

The Auditors'' Report for Financial Year ended 31st March 2024 does not contain any
qualification, reservation or adverse remark. Hence, there is no requirement for the
Board to provide any explanation or comment on the same. The Auditors'' Report is
enclosed with the financial statements in the Annual Report and the same is self¬
explanatory.

b) SECRETARIAL AUDITOR & REPORT:

Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
Mrs. Lakshmmi Subramanian of M/s. Lakshmmi Subramanian & Associates, Practising
Company Secretaries (Membership No.3534 CP:1087) was appointed to conduct
secretarial audit for the financial year 2023-2024.

The Secretarial Audit Report as received from the Secretarial Auditor is annexed to this
report as Annexure - I. The Secretarial Audit report contain certain observation remarks.

Boards Reply:

The Board of Directors taking necessary actions to rectify the observation remarks in the
Secretarial Audit Report

c) INTERNAL AUDITORS:

The Company has appointed M/s. Mardia & Associates, Chartered Accountants as the
internal Auditors of the company for the Financial Year 2024-2025. The Audit Committee
determines the scope of Internal Audit in line with regulatory and business
requirements.

d) COST AUDITOR:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with
Companies (Cost Records and Audit) Amendment rules, 2014 the Company does not fall
under the purview of Cost Audit.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE:

There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations

29. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN
REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR
AND PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR AND KMP:

(Rs. In lakhs)

S.No.	Name	Designation	Remuneration for FY 2023¬ 24	Remunerat ion for FY 2022-23	Increase in Remuner ation	Ratio/tim es per median of employee remunera tion
1.	Vivek Ramsisar ia	Managing Director	30	30	NIL	12.55:1
2.	Mamta Ramsisar ia	Whole Time Director	15	30	NIL	6.27:1
3.	Varun Ramsisar ia	Whole Time Director	30	30	NIL	12.55:1
4.	Shyam Kishore	CFO	6	NA	NIL	NIL

30. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the
Board Members and employees of the Company in accordance with the SEBI (Prohibition
of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the
Standard of Business Ethics and ensure compliance with the legal requirements of the
Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the
Board and by employees. The Compliance Officer is responsible to ensure adherence to
the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on
matters relating to integrity in the workplace, in business practices and in dealing with
stakeholders.

All the Board Members and the Senior Management Personnel have confirmed
Compliance with the Code.

31. CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the
Company as the limits are not breached, a report on CSR activities is not annexed in this
Annual report.

32. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual Return of the Company as at March 31, 2024 is uploaded on the website of
the Company and can be accessed at www.fibcbigbags.com

33. DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and is of the view that such systems are adequate and operating effectively.

34. DIRECTORS’ RESPONSIBILITIES STATEMENT:

Pursuant to the requirement under Section 134 (3) (c) of Companies Act, 2013, with
respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. in the preparation of the annual accounts, the applicable accounting standard had
been followed along with proper explanation relating to material departures

2. 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 at the end
of the financial year and of the Profit or Loss of the Company for that period.

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

4. The Directors have prepared the Annual accounts on a going concern basis.

5. 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.

6. The directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating.

35. CORPORATE GOVERNANCE REPORT:

As on 31^st March, 2024, the Company''s Paid-up Capital and Net worth is less than Rs. 10
Crores and Rs. 25 Crores respectively. Hence, compliance with respect to Regulations 17¬
27 of SEBI Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 will
not apply to the company.

36. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 21711) COMPANIES
(DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS)
RULES. 1988.

> Conservation of energy: -

1. The steps taken or impact on conservation of energy: N.A.

2. The steps taken by the Company for utilizing alternate sources of energy: N.A.

3. The capital investment on energy conservation equipment: N.A.

> Technology absorption:

1. The efforts made towards technology absorption: N.A

2. The benefits derived like product improvement, cost reduction product
development or import substitution: N.A

3. In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year) -

• The details of technology imported: N.A

• The year of import: N.A

• Whether the technology been fully absorbed. N.A.

4. If not fully absorbed, areas where absorption has not taken place and the reasons
thereof; and: N.A.

5. The expenditure incurred on Research and Development. N.A.

> Foreign Exchange Earnings And Outgo:

Details	2023-2024 (In Rs.)	2022-2023 (In Rs.)
Export Sales	59,11,50,324	74,75,45,361
Exchange fluctuation on export	59,39,849	1,69,93,689
Expenditure in Foreign Exchange	Nil	Nil
Travel Expenditure - Directors	24,86,800	Nil
CIF value of imports - Raw Materials - Calcium Carbide	16,43,95,913	31,12,92,307

37. ACKNOWLEDGEMENTS:

Your directors wish to place on record their appreciation of the Contributions made by
employees at all levels, towards the continued growth and prosperity of your Company.
Directors also take this opportunity to convey theirs thanks to all the valued shareholders
of the Company and to the Bankers for their valuable services.

38. CAUTIONARY STATEMENT:

The statements contained in the Board''s Report and Management Discussion and
Analysis Report contain certain statements relating to the future and therefore are
forward looking within the meaning of applicable securities, laws and regulations.
Various factors such as economic conditions, changes in government regulations, tax
regime, other statues, market forces and other associated and incidental factors may
however lead to variation in actual results.

By and on behalf of Board of Directors
For Virgo Polymers India Limited

Sd/- Sd/-

Vivek Ramsisaria Varun Ramsisaria
Managing Director Whole-Time Director

DIN: 09142187 DIN: 01107837

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Mar 31, 2011

The Directors hereby present their 26th Annual Report with the Audited Accounts of the company for the year ended 31st March 2011

PERFORMANCE AND DIVIDEND

(Rs. in lakhs)

Total sales for the year

Export 2819.83

Domestic 2512.30

5332.13 Other income 323.76

Increase in WIP & FG 435.91

Total Income 6091.80

Expenses 5860.89

Profit Before Int., Depreciation & tax 230.90

Int & Financial Charges 129.90

Depreciation 75.44

Profit Before Tax 25.56

Directors are to inform that your company's Turnover has decreased by 11.15% when compared to last year. This year your company has planned to improve the volume to compensate the decline in margin. Your company in order to increase the capacity, is working on a project to increase the capacity at minimum operational cost towards capital investment anticipated for this purpose, your company is not proposing payment of any dividend this year.

INSURANCE

Your company's assets have been adequately covered under insurance for various normal risks.

DIRECTORS

Mr. Ramwatar Ramsisaria and Mr Vivek Ramsisaria are due for retirement by rotation and they opt themselves for reappointment. Mr Varun Ramsisaria was appointed as Additional Dierctor by the board on 25-08-2011. His term of office is going to end on the ensuing AGM to be held on 28-09-2009. The company has received a notice from member pursuant to the provisions of section 257 of the companies Act, 1956, signifying their intention to propose the names of Mr.Varun Ramsisaria, for the post of directors. The same will be placed in the ensuing AGM for the approval of shareholders. Mr Chandra Prakash Ramnsisaria has given his resignation and the Board has accepted the same w.e.f 25/08/2011.

AUDITORS

M/s.Venkat and Rangaa Auditors of the Company retiring at this Annual General Meeting and are eligible for reappointment.

PERSONNEL

The relationship between the management and the employees continues to be cordial.

FIXED DEPOSITS

Your company has not accepted any Fixed Deposits during the year.

TECHNOLOGY UPGRADATION

Company is constantly taking efforts to improve the quality of their products and maintain international standards.

ENERGY TECHNOLOGY & FOREIGN EXCHANGE

Though the strengthening rupee was favorable for imports, export realization was affected. This year, your company is taking due measures to arrest the loss due to exchange fluctuation by taking proper cover. .

CORPORATE GOVERNANCE

Your Company's philosophy is to achieve total Quality Standards in all its products by which it can improve its market share to increase its profitability and provide the Share Holders value for their investment. Your Company is taking all efforts to comply with the code of Corporate Governance as enumerated in clause 19 of the listing agreement. A

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Amendment Act 2000 with respect to Director Responsibility Statement, it is hereby confirmed

1. That in the presentation of the annual accounts for the financial year ended 31st March 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were responsible 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's of the company for the year under review.

3. That the directors had 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.

4. That the directors had prepared the accounts for the financial year ended 31st March 2011 on a going concern basis.

ACKNOWLEDGEMENTS:

The directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from Government Authorities, Financial Institutions Banker and other agencies.

Your directors wish to thank the Executives, Staffs and Workers of the Company for their devoted service in the success of the company.

For and on behalf of the Board of Directors. For VIRGO POLYMERS (INDIA) LTD. DIRECTOR

Date: 05.09.2011

Place: Chennai

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Mar 31, 2010

The Directors hereby present their 25th Annual Report with the Audited Accounts of the company for the year ended 31st March 2010

PERFORMANCE AND DIVIDEND

(Rs. in lakhs)

Total sales for the year

Export 1785.10

Domestic 4216.71

6001.81

Other income 640.11

Increase in WIP & FG 201.10

Total Income 6843.02

Expenses 6304.47

Profit Before Int., Depreciation & tax 538.55

Int & Financial Charges 342.38

Depreciation 78.35

Profit Before Tax 117. 82

Directors are Pleased to inform that your companys Turnover increased by 8.00% when compared to last year. This year your company has planned to improve the volume to compensate the decline in margin. Your company in order to increase the capacity, is working on a Project to increase the capacity at minimum operational cost towards capital investment anticipated for this purpose, your company is not proposing payment of any dividend this year.

INSURANCE

Your companys assets have been adequately covered under insurance for various normal risks.

DIRECTORS

Mr Ramwatar Ramsisaria and Mr. Chandra Prakash Ramsisaria are due for retirement by rotation and they opt themselves for reappointment. Mr. Alok Sethia was appointed as Additional Director by the board on 01-11-2009. His terms of office is going to end on the ensuing AGM to be held on 28-09-2009. The company has received a notice from member pursuantto the provisions of section 257 of the companies Act, 1956, signifying their intention to propose the names of Mr. Alok Sethia, for the post of directors. The same will be placed in the ensuing AGM for the approval of shareholders.

AUDITORS

M/s Venkat and Rangaa Auditors of the company retiring at this Annual General Meeting and are eligible for reappointment.

PERSONNEL

The relationship between the management and the employees continues to be cordial.

FIXED DEPOSITS

Your company has not accepted any Fixed Deposits during the year.

TECHNOLOGY UPGRADATION

Company is constantly taking efforts to improve the quality of their products and maintain international standards.

ENERGY TECHNOLOGY & FOREIGN EXCHANGE

Though the strengthening rupee was favorable for imports, export realization was affected This year, your company is taking due measures to arrest the loss due to exchange fluctuation bv taking proper cover.

CORPORATE GOVERNANCE

Your Companys philosophy is to achieve total Quality Standards in all its products by which it can improve its market share to increase its profitability and provide the Share Holders value for their investment. Your Company is taking all efforts to comply with the code of Corporate Governance as enumerated in clause 19 of the listing agreement.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Amendment Act 2000 with respect to Director Responsibility Statement, it is hereby confirmed

1. That in the presentation of the annual accounts for the financial year ended 31st March 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were responsible 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 losss of the company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the CompaniesAct 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

ACKNOWLEDGEMENTS:

The directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from Government Authorities, Financial Institutions Banker and other agencies.

Your directors wish to thank the Executives, Staffs and Workers of the Company for their devoted service in the success of the company.

For and on behalf of the Board of Directors.

For VIRGO POLYMERS (INDIA) LTD

DIRECTOR

Date : 01.09.2010 Place : Chennai