Your directors have the pleasure of presenting the 42^nd Annual Report of the Company
together with the Audited Statement of Accounts for the year ended 31^st March, 2025.

FINANCIAL SUMMARY/HIGHLIGHTS

The Company's performance during the year ended 31^st March, 2025, as compared to the
previous financial year, is summarized below:

(Rs. in Lakhs)

APPROPRIATIONS

PERFORMANCE

During the FY 2024-25, the Company has not generated any Revenue, EBITDA of ? (244.02)
Lakhs, and PAT of ? (166.40) Lakhs.

OPERATIONS

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

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

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

SHARE CAPITAL

As of March 31, 2025, 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.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

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

BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During FY 2024¬
25, nine meetings of the Board of Directors were held on May 27, 2024; August 09, 2024;
August 30, 2024; October 21, 2024; November 12, 2024; December 12, 2024; February 06,
2025; March 05, 2025; and March 11, 2025. The maximum time gap between any two
consecutive meetings did not exceed one hundred and twenty days.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Board comprises Mr. Kaushal Yadav - Chairman, Ms. Madhubala
Vaishnav - Member and Mr. Kuldeep Kumar - Member. All recommendations given by the
Audit Committee during FY 2024-25 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment and Resignation

The Board of Directors in their meeting held on 30^th August, 2024 approved the re-appointment
of Mr. Kaushal Yadav, Mr. Kuldeep Kumar and Ms. Madhubala Vaishnav as Non-Executive
Independent Directors for a second term of five years.

Retirement by Rotation

In accordance with the Articles of Association and as per provisions of Section 152(6) of the
Companies Act, 2013, Mr. Vikramjit Singh Gill, Executive 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, the following
are the Key Managerial Personnel (KMP) of the Company:

1. Mr. Tilokchand Kothari - Managing Director

2. Mr. Sachin Mehta - Chief Financial Officer

3. Mrs. Neelam Raj - Company Secretary

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

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 the 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 the Company’s website.

COMPLIANCE WITH SECRETARIAL STANDARDS

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.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with Related Parties are placed before the Audit Committee for its approval.
A statement containing details of all Related Party Transactions is 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 that are of a foreseeable and
repetitive nature. The transactions entered into pursuant to omnibus approval are placed before
the Audit Committee and Board of Directors on a 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 interests of the Company at large.

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

PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES

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.

DEPOSITS

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 Chapter V of the Act is not applicable.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES

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

CORPORATE SOCIAL RESPONSIBILITY

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

STATUTORY AUDITORS

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 45^th Annual General Meeting in the financial year 2027¬
28.

STATUTORY AUDITOR’S REPORT

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in
their report for the financial year ended March 31, 2025.

SECRETARIAL AUDITOR

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, 2025. The Report of the Secretarial Auditor is annexed to this Report. The
Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL FINANCIAL CONTROLS

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 the orderly and efficient conduct of the business of the
Company.

DETAILS REGARDING FRAUD REPORTED BY AUDITORS UNDER SECTION
143(12)

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.

RISK MANAGEMENT

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 .

WHISTLE BLOWER MECHANISM

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.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER
SUB-SECTION (6) OF SECTION 149

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. Independent Directors of the Company, has
registered themselves in the databank with the Indian Institute of Corporate Affairs and
confirmed compliance with the 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 the 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 disclosed on
the website of the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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.

ANNUAL RETURN

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, 2025, 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

CORPORATE GOVERNANCE

A Report on Corporate Governance, as annexed in Annexure II, in terms of Regulation 34 of the
Listing Regulations, along with a Certificate from a Practicing Company Secretary, certifying
compliance with the 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

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

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

GENERAL

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules,

2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNAL

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

b. DIRECTOR’S RESPONSIBILITY STATEMENT:

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, 2025, 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, 2025 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;

c. DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT

The Company is committed to maintaining a 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 an Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

d. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016

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.

e. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE
AT THE TIME OF TAKING A LOAN FROM THE BANK AND AT THE TIME OF
ONE-TIME SETTLEMENT

There was no instance of one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGEMENT

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.

For and on behalf of the Board of Directors

Tilokchand Kothari Vikramjit Singh Gill

Managing Director Director

DIN: 00413627 DIN: 08875328

Place: Mumbai
Date: 08/09/2025