Polytex India Ltd Directors Report

To,

The Members Polytex India Limited

Mumbai

Your Directors have pleasure in presenting their 38^th Annual Report with the Audited Accounts for the year ended 31^st March, 2024.

1. Financial Results

During the year under review, the Company has NIL income (PY also NIL) and net loss of Rs.16.13 Lakhs (PY Rs. 7.49 Lakhs)

(figures in lakhs)

Particulars	For the year ended 31st March, 2024	For the year ended 31st March, 2023
Income From Operation	-	-
Other Income	-	-
Total Income	-	-
Profit Before Depreciation and Tax	(16.11)	(15.01)
Depreciation	-	-
Profit before Tax	(16.11)	(15.01)
Tax Expense	0.03	(7.52)
Profit after Tax	(16.13)	(7.49)

*Previous years figures have been regrouped/rearranged wherever necessary

2. Operations of the Company

The overall performance during the year under review has not been quite satisfactory due to recession in the overall market. The company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased turnover in the current year.

3. Dividend

Considering the need to conserve resources for future projects, your Directors have not recommended any dividend for the financial year ended 31st March, 2024.

4. Share Capital

During the year under review, there was no change in the Share Capital structure and the paid up capital of the Company.

5. Material changes and commitment affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report

There are no significant material changes and commitments affecting the financial position of the company that occurred between the end of financial year and the date of this report.

6. Public Deposits

The Company has not accepted any fixed deposits from public, or its employee during the year.

7. Particulars of Loans, Guarantees or Investments Made Under Section 186 of The Companies Act, 2013:

The particulars of loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review are disclosed under the respective Schedules/Notes in the Financial Statements.

8. Disclosure under Rule 2(1)(c)(viii) of the Companies (Acceptance of

Deposits) Rules, 2014

During the financial year under review, the Company has accepted unsecured loans (exempted deposit) of Rs. 15,28,289/- from Mr. Arvind Mulji Kariya, Director (DIN: 00216112) of the Company for which the Company has also received a declaration in writing from him in accordance with the provisions of rule 2(1)(c )(viii) of the Companies( Acceptance of Deposits) rules, 2014.

9. Particulars of Contracts or arrangements with related parties

All related party transaction entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with

related parties which may have potential conflict with interest of the company at large. The particulars of such contract or arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the companies Act, 2013 are attached herewith in Annexure I in Form No. AOC-2.

All related party transactions are approved by the Audit Committee. Prior omnibus approval is obtained from the Audit Committee in respect of the transactions which are repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed on a quarterly basis by the audit committee.

The Policy of Related Party transaction / Disclosures are approved by the Board is posted on the Companys website vizwww.polytexindia.com.

10. Number of meeting of Board of Directors

The Board of Directors of the Company met Five (5) times during year 202324 on 26.05.2023, 14.08.2023, 14.11.2023, 08.12.2023 and 14.02.2024. The details of various Board Meetings are provided in the Corporate Governance Report that forms part of this Annual Report. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013.

Additionally, during the financial year ended March 31, 2024 the Independent Director held a separate meeting on 14.02.2024 in compliance with the requirements of Schedule IV of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. All the Three Independent Directors have attended the meeting.

11. Directors and Key Managerial Personnel

Pursuant to Section 152 of the Companies Act, 2013, Mrs. Jegna Arvind Kariya (DIN: 02376901), Director of the Company, retire by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting. The details of Director being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the company.

No change in Director or Key Managerial Personnel occurred during the Financial Year 2023-24. However after the closure of financial year Mrs. Ankita Gupta Company Secretary and Compliance Officer of the Company resigned wef 01.04.2024 and Mrs. Anju Surajsingh Chauhan was appointed as Company Secretary and Compliance Officer of the Company wef 29.06.2024.

12. Declaration of Independent Directors

The Company has received necessary declaration form the each Independent Directors under section 149(7) of the Companies Act, 2013, that he/ she meets the criteria for independence as laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

13. Directors Responsibility Statement

In compliance with Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms the following:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures therefrom;

(ii) they have, in the selection of the accounting policies, consulted the joint statutory auditors and have applied their recommendations 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 as at 31 March, 2024 and of the profit of the company for the year ended on that date;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively during the year ended 31 March, 2024; and

(vi) proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended 31 March, 2024.

14. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and under regulation 25 of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

In line with effective governance requirements, the Board reviews its own performance annually using a pre - determined template designed as a tool to facilitate the evaluation process. The assessment was built around the functioning of the Board as a whole its committees and also the evaluation of Individual Directors. While the individual Directors Performance was reviewed by the Chairman and the rest of the Board excluding the Director being evaluated, the Chairmans and Non - Independent Directors performance was appraised through feedback from Independent Directors.

15. Policy relating to remuneration of Directors, Key Managerial Personnel and other Employees

The Board has on the recommendation of the Nomination and Remuneration Committee, framed and adopted the policy for selection and appointment of Directors, senior management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report which forms part of this Report. The policy lays down criteria for selection of directors and senior management such as expertise, experience and integrity of the directors, Independent nature of the Directors, personal and professional standing, diversity of the Board etc.

As on 31.03.2024, the NRC comprises of the following members:

Mrs. Deepa Jayramdas Lakhawani	- Chairperson
Mr. Kapil Purohit	- Member
Mrs. Heena Gurmukhdas Kukreja	- Member

During the year, the committee met 2 times in the year on 26.05.2023 and 14.11.2023 all Committee members had attended all the meeting in their tenure.

16. Stakeholders Relationship Committees

As on 31.03.2024, the Company has Stakeholders Relationship Committee comprising of the following three Non-Executive and Independent Directors:

Mrs. Deepa Jayramdas Lakhawani	- Chairperson
Mr. Kapil Purohit	- Member
Mrs. Heena Gurmukhdas Kukreja	- Member

The functions performed by the Stakeholders Relationship Committee and the particulars of meetings held and attendance are given in the Corporate Governance Report.

During the year, the committee met 2 times in the year on 26.05.2023 and 14.11.2023 all Committee members had attended all the meeting in their tenure.

17. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 M/s. Agrawal Jain and Gupta, Chartered Accountants (FRN.: 013538C) was appointed as the Statutory Auditors of the Company in the Annual General Meeting held on 30th September, 2020 to hold office upto the conclusion of the Thirty nine (39^th) Annual General Meeting subject to the ratification at every Annual General Meeting and are eligible for re-appointment.

They have confirmed their eligibility and willingness to be re-appointed. A resolution seeking ratification of their appointment is provided in the notice.

The Notes on financial statements referred to in the Auditors Report are selfexplanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

18. Auditors Report

There were no qualifications, reservations or adverse remarks made by the Auditors in their Report. The comments by the auditors in their Report read along within formation and explanation given in Notes to Accounts are self explanatory and do not call for further explanation.

19. COST RECORD AND COST AUDIT

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of section 148(1) of the Act is not applicable for the business activities carried out by the company.

20. Details of Fraud Reported By Auditors

There were no frauds which are reported to have been committed by employees or officers of the Company. The statutory auditors of the Company have vide their report of even date confirmed that no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

21. Secretarial Auditors

M/s. Sandeep Dubey& Associates was appointed to conduct the Secretarial Audit of the Company for FY 2023-24, as required under section 204 of the Companies Act, 20

13 and rules thereunder. The secretarial audit report for FY 2023-24 forms the part of the annual report as Annexure II of the Boards report.

Clarification on Observations of Secretarial Auditor:

S. No. Observation	Clarification
1 Delay in Filing Shareholding pattern under regulation 31 for quarter ended on June, 2023	We got the data as required from RTA delayed because of late of payment of RTA fee.
2 Certificate of Registration bearing no. 13.00039 dated 20th February, 1998 issued by Reserve Bank of India to carry on the business of Non-Banking Financial Institution stands cancelled. Reserve Bank of India has exercised its power under section 45-IA (6) of Reserve Bank of India Act, 1934 and has cancelled our Certificate of Registration to carry on the business of Non-Banking Financial Institution by order dated 18th June, 2024. (Order no CO.DoS.SED. No. S2077/13-05-101/2024- 2025)	Self explanatory
3 Trading of the company is suspended due to nonpayment of Annual Listing fees of BSE	Company is in the process of arranging funds for making the payment of BSE Listing fee
4 Website of the Company is not updated	Company is in the process of updating the same

22. Audit Committee

Mrs. Deepa JayramdasLakhawani	- Chairperson
Mr. Kapil Purohit	- Member
Mrs. HeenaGurmukhdasKukreja	- Member

During the year, the committee met Four times in the year on 26.05.2023, 14.08.2023, 14.11.2023 and 14.02.2024 all Committee members had attended all the meeting in their tenure.

During the year under review, the Board has accepted all the recommendation of the Audit Committee.

The functions performed by the Audit Committee and the particulars of meetings held and attendance there at are given in the Corporate Governance Report.

23. Internal Financial Control

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. Further Directors are personally overview the adequacy of internal controls.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

24. Internal Control System and their Adequacy

Your Company maintains adequate internal control system and procedure commensurate with its size and nature of operations. The internal control system are designated to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transaction, safeguarding the assets of the Company and prevent misuse/losses and legal compliance. The internal control system includes a well-defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process and Internal Audit. The Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken, if required.

25. Code of Conduct for Prevention of Insider Trading:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down the guidelines and procedure to be followed and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor, and ensure reporting of dealings by employees. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for prevention of insider trading is available on the website of the Company.

26. Listing Fees:

The Equity Shares of the Company is listed on BSE Limited and the Company has not paid the applicable listing fees to the Stock Exchange due to shortage of funds and the same is in process to be paid.

27. RBI Guidelines:

Certificate of Registration bearing no. 13.00039 dated 20th February, 1998 issued by Reserve Bank of India to carry on the business of Non-Banking Financial Institution stands cancelled. Reserve Bank of India has exercised its power under section 45-IA (6) of Reserve Bank of India Act, 1934 and has cancelled our Certificate of Registration to carry on the business of NonBanking Financial Institution by order dated 18th June, 2024. (Order no CO.DoS.SED. No. S2077/13-05-101/2024-2025)

28. Vigil Mechanism for Directors and Employee

In Compliance with the provisions of Section 179(9) of the Companies Act, 2013 read has adopted a Whistle Blower Policy as a vigil mechanism for directors and employees of the Company. The Whistle Blower Policy is disclosed on the Companys website www.polytexindia.com.

29. Risk Management Framework

Pursuant to SEBI Listing Regulations, the Company has prepared Risk Management Framework for identifying and evaluating various major business risks faced by the Company. Risk Management Framework aims to lay down the procedure for risk assessment and risk minimization. Risk Management Framework is prepared to ensure internal controls and effectively respond to any changes in the business environment so as to achieve high degree of business performance, limit any negative impact on its working and avail of benefits arising out of any business opportunities.

The audit committee has additional oversight in the area of financial risks and controls.

30. Familiarization Programme for Independent Director.

Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of the Companies Act, 2013 mandates the Company to familiarize the Independent Directors with the Company by conducting training programmes. During the year, the Board members were regularly apprised with the overview of the Company and its operations by the Senior Management team.

During the year, the Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarize with the Companys procedures and practices and keep themselves abreast of the latest corporate, regulatory and Industry developments

31. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

After the closure of Financial Year 2023-24, the Reserve Bank of India in exercise of its power under section 45-IA (6) (iv) of Reserve Bank of India Act, 1934 cancelled the Certificate of Registration bearing no. 13.00039 dated 20th February, 1998 issued by Reserve Bank of India to carry on the business of NonBanking Financial Institution on 12th June, 2024

32. Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate company. Hence, disclosure of statement containing salient features of the Financial Statements of Subsidiaries/Associate Companies/Joint Ventures in Form AOC-1 is not applicable to the Company.

33. Change in the Nature of Business

There has been no change in the nature of Business during the year under review.

34. Particulars of Employees

Information on particulars of employees remuneration as per Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is reported to be nil as there are no employees who are in receipt of remuneration above the prescribed limit.

The Ratio of remuneration of each director to the median employees remuneration and other details in terms of Sub - Section 12 of Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report as Annexure III

35. Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at www.polytexindia.com

36. Transfer of Unclaimed Dividend to Investor Education and Protection fund

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to Investors Education and Protection Fund established by the central government under the provisions of section 125 of the Companies Act, 2013.

37. Corporate Governance

We strive to maintain high standard of Corporate Governance in all our interactions with stakeholders. The Company has conformed to the Corporate Governance code as stipulated under the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. A separate section on Corporate Governance along with a certificate from the auditors confirming the level of compliance is attached and forms a part of the Boards Report

38. Management Discussion and Analysis Report

Management Discussion and Analysis forms a part of this annual report and is annexed to the Boards Report.

39. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Your Company is not an energy intensive unit, however possibilities are continuously explored to conserve energy and to reduce energy consumption to the extent possible. During the year under review, considering the nature of activities presently being carried on by the Company, categorical information of the Company in terms of the Rules is provided below:

(A) Conservation of energy: (i)	Steps taken or impact on conservation of energy	Regular efforts are made to conserve the energy at all levels. Several environment friendly measures were adopted by the Company such as Installation of capacitors to save power, Installed Thin Film Transistor(TFT) monitors that saves power, LED Lights, Creating environmental awareness by way of distributing the information in electronic form, Minimising airconditioning usage, Shutting off all the lights when not in use tc
(ii)	Steps taken by the company for utilizing alternate sources of energy	The Company is into Service Industry and hence except Electricity, the Company is not required to use any other alternate source of energy.
(iii)	Capital Investment on energy conservation equipments;	NIL

(B) Technology absorption:

The activities and business of the Company are such that it does not involve use of ultra modern technologies and hence the disclosure under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

(C) Foreign Exchange Earning and Outgo:

During the year under review Company did not earn any foreign exchange and there is no foreign exchange outgo.

40. Disclosure as per the sexual harassment of women at workplace (Prevention, Prohibition and redressal) act, 2013

The Company has in place a prevention of Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

There were no Complaints received and disposed off during the financial year 2022-23.

41. Information under Regulation 34 (3) read with Schedule V of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015:

There are no shares in the demat suspense account or unclaimed suspense account.

42. Secretarial Standards

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company. The same has also been confirmed by Secretarial Auditors of the Company in the Secretarial audit Report.

Compliance with Secretarial Standards on Board and General Meetings

The company has complied with all the provisions of secretarial standards issued by the Institute of Company Secretaries of India in respect of meetings of the board of directors and general meetings held during the year.

43. CEO / CFO Certification:

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to Corporate Governance norms, Mr. Arvind MuljiKariya, (DIN: 00216112) Director and

Chief Financial Officer has certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial year ended 31.03.2024.

44. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year.

During the year under review, there were no application made or proceeding pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

45. The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof.

During the year under review, there has been no one time settlement of Loans taken Banks and Financial Institutions.

46. Acknowledgement

Your Directors take this opportunity to express the gratitude to all investors, clients, vendors, bankers, Regulatory and Government authorities, Stock Exchanges and business associates for their cooperation, encouragement and continued support extended to the Company. Your Directors also wish to place on record their appreciation to the Associates for their continuing support and unstinting efforts in ensuring an excellent all round operational performance at all levels.

Annexure I Form AOC - 2

(Pursuant to clause (h) of sub-section(3) of section 134 of the Act, and Rule 8 (2) of the Companies (Accounts) rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso there to

1. Details of contracts or arrangements or transactions not at arms length basis

There were no contracts or arrangements or transactions entered into during the year ended 31^st March, 2024, which were not arms length basis.

2. Details material contract or arrangement or transactions at arms length basis

(a) Name(s) of the related party & nature of relationship	Ankita Gupta, Company Secretary	Arvind Mulji Kariya, Director & CFO
(b) Nature of contracts / arrangements / transactions	Salary	Loan from Director
(c) Duration of the contracts / arrangements / transactions	On Going	On Going
(d) Salient terms of the contracts or arrangements or transactions including the value, if any	Salary, Rs. 4,20,000	Loan taken from Mr. Arvind Mulji Kariya Rs. 15,28,289/-
(e) Date(s) of approval by the Board	13.08.2022	10.11.2021
(f) Amount paid as advances, if any:	NIL	NIL

Annexure II

SECRETARIAL AUDIT REPORT FORM NO. MR - 3

FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel Rule, 2014]

To,

The Members,

POLYTEX INDIA LTD

(CIN: L51900MH1987PLC042092)

5^th Floor, 5B, Technopolis Knowledge Park,

Mahakali Caves Road, Nr. Udyog Bhavan, Chakala,

Andheri East, Chakala MIDC, Mumbai, Maharashtra, India - 400093.

I have conducted the secretarial audit of the Compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. POLYTEX INDIA LTD having CIN: L51900MH1987PLC042092 (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conduct / statutory compliances and expressing my opinion thereon.

Based on my verification of the POLYTEX INDIA LTD books, papers, minute books, form and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the Financial year ended March 31, 2024, complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, form and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024, according to the provisions of:-

(1) The Companies Act, 2013 (the Act) and the rules made thereunder;

(2) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made

thereunder;

(3) The Depository Act,1996 and the Regulations and bye-laws framed thereunder;

(4) Foreign Exchange Management Act 1999 and the rules and regulations made

thereunder to the extent of Foreign Direct Investment, Overseas Direct

Investment and External Commercial Borrowings;

(5) The following Regulation and Guidelines prescribed under the Securities and

Exchange Board of India Act 1992 (‘SEBI Act):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; Not applicable to the Company during the Audit period.

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; Not applicable to the Company during the Audit period.

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;- Not applicable to the Company during the Audit period.

f. The Securities and Exchange Board of India (Registration to an Issue and Share Transfer Agents) Regulation, 1993, regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;- Not applicable to the Company during the Audit period.

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;- Not applicable to the Company during the Audit period.

(6) The Factories Act, 1948 and Industrial law applicable to the Company:- Not applicable to the Company during the Audit period.

I have also examined Compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India, with respect to Board ("SS-1") and General Meetings ("SS-2")

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange(s) if applicable.

Constitution of Committees;

We observed that the company has properly constituted three committee namely Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

Section 135 - Corporate Social Responsibility Committee:

Corporate Social Responsibility Committee is not required to be constituted as per the provisions of Companies act, 2013.

Section 173 - Board meetings:

The company has complied with the provisions of the section 173 of the Act and as well complied with SEBI LODR, 2015. Company has conducted 14 Board meetings as mentioned below.

Board Meeting	Audit Committee	Remuneration Committee	Stakeholders Committee
Sr. No. Date	Date	Date	Date
1. 26.05.2023	26.05.2023	26.05.2023	26.05.2023
2. 14.08.2023	14.08.2023	14.11.2023	14.11.2023
3. 14.11.2023	14.11.2023
4. 08.12.2023	14.02.2024
5. 14.02.2024

Independent Director Meeting was held on 14.02.2024.

Non-Compliances / delay in compliances under SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and other Corporate Laws:

During the period under review, the Company has following non-compliances / delay in compliances of the Regulation of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

i. Regulation 7(3) - Compliance certificate certifying maintaining physical and electronic transfer facility (to be submitted within one month from the end of the financial year).

Period	Date of Submission with BSE	Delay / Non-compliances
April 22 - March 24	26.04.2024	No

ii. Regulation 13(3) - Statement of Investor Complaints (to be submitted within 21 days from the quarter end).

Quarter	Date of Submission with BSE	Delay / Non-compliances
Apr - Jun 2023	21.07.2023	No
Jul - Sep 2023	12.10.2023	No
Oct - Dec 2023	13.01.2024	No
Jan - Mar 2024	14.04.2024	No

iii. Regulation 21 - Risk Management Committee not applicable to the Company during the period under review.

Quarter	Date of Submission with BSE	Delay / Non-compliances
Apr - Jun 2023	20.07.2023	No
Jul - Sep 2023	12.10.2023	No
Oct - Dec 2023	13.01.2024	No
Jan - Mar 2024	21.04.2024	No

iv. Regulation 27(2) - Corporate Governance (to be submitted within 21 days from the quarter end).

v. Regulation 31 - Shareholding Pattern (to be submitted within 21 days from quarter end).

Quarter	Date of Submission with BSE	Delay / Non-compliances
Apr - Jun 2023	24.07.2023	Delay in Compliance
Jul - Sep 2023	12.10.2023	No
Oct - Dec 2023	13.01.2024	No
Jan - Mar 2024	20.04.2024	No

vi. Regulation 33 - Financial Results (to be submitted within 45 days from the quarter end and in case of the Annual Financial Result within 60 days from the end of financial year).

Quarter	Date of Submission with BSE	Delay / Non-compliances
Apr - Jun 2023	14.08.2023	No
Jul - Sep 2023	14.11.2023	No
Oct - Dec 2023	14.02.2024	No
Jan - Mar 2024	30.05.2024	No
Annual Financial Result

vii. Regulation 40(9) - Certificate from Practicing Company Secretary / Chartered Accountants in respect of delivery of Share Certificates within prescribed period from the date of lodgment of for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls / allotment monies (to be submitted within one month of the end of each half of the financial year).

Half year ended	Date of Submission with BSE	Delay / Non-compliances
April 2022 - March 2024	26.04.2024	No

Non-compliances / delay in Compliances under Securities and Exchange Board (Depositaries Participants) Regulations, 1996;

viii. Regulation 76 of Securities and Exchange Board (Depositaries Participants) Regulations, 2018 (Reconciliation of Share Capital Audit Report to be submitted within 30 days from quarter end);

Quarter	Submission with BSE	Delay / Non-compliances
Apr - Jun 2023	29.07.2023	No
Jul - Sep 2023	30.10.2023	No
Oct - Dec 2023	14.01.2024	No
Jan - Mar 2024	26.04.2024	No

Non-compliances / delay in Compliances under Securities and Exchange Board (Depositaries Participants) Regulations, 2018.

ix. Compliance certificate under Regulation 74(5) Securities and Exchange Board (Depositaries Participants) Regulations, 2018 (quarterly compliance within 15 days from end of quarter)

Quarter	Submission with BSE	Delay / Non-compliances
Apr - Jun 2023	06.07.2023	No
Jul - Sep 2023	12.10.2023	No
Oct - Dec 2023	13.01.2024	No
Jan - Mar 2024	15.04.2024	No

Non-compliances / delay in Compliances under RBI Act 1934 and rule made therein;

Certificate of Registration bearing no. 13.00039 dated 20^th February, 1998 issued by Reserve Bank of India to carry on the business of Non-Banking Financial Institution stands cancelled. Reserve Bank of India has exercised its power under section 45-IA (6) of Reserve Bank of India Act, 1934 and has cancelled our Certificate of Registration to carry on the business of Non-Banking Financial Institution by order dated 18th June, 2024. (Order no CO.DoS.SED. No. S2077/13-05-101/2024-2025)

Compliance of Secretarial standards in accordance with section 118 (10) of Companies Act, 2013.

a. During the period under review the company has complied with requirements of Secretarial standard I with respect to the Board meetings for preparation of notice, agenda, notes on agenda, preparation of minutes.

b. During the period under review the Company has complied with the requirements of Secretarial Standard II with respect to the Annual General meetings for preparation of notices, agenda, explanatory statements.

I further report that Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per minutes of the meetings duly recorded and signed by the Chairman, the decisions were unanimous and no dissenting views have been recorded.

I further report that during the audit period there were no specific events/actions in pursuance of the above laws, rules, regulations, guidelines, etc., having a major bearing on the Companys affairs.

We further report that during the audit period the company has not indulged in any matter related to the following:

a. Public / Right / Preferential / Debentures / Sweat equity issue etc.

b. Redemption / Buy-back of securities.

c. Major decisions are taken by the members in pursuance to section 180 of the Companies Act 2013

d. Merger / amalgamation / reconstruction, etc.

e. Foreign technical collaborations.

Trading of the company is suspended due to non-payment of Annual Listing fees of BSE and the website of the Company is not updated under regulation 46 of SEBI (LODR) 2015.

I further report that the compliance by the company with applicable financial law like direct and indirect tax law has not been reviewed in this audit since the same has been subject to the review by statutory financial audit and other designated professionals.

Annexure A to Secretarial Audit Report

To,

The Members,

M/s. POLYTEX INDIA LTD

(CIN: L51900MH1987PLC042092)

45^th Floor, 5B, Technopolis Knowledge Park,

Mahakali Caves Road, Nr. Udyog Bhavan, Chakala,

Andheri East, Chakala MIDC, Mumbai, Maharashtra, India - 400093.

Our report of even date is to be read along with this letter.

a. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

b. I have followed the audit practices and processes as applicable to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

c. I have not verified the correctness and appropriateness of financial records and Books of Account of the Company.

d. Wherever required, I have obtained the management representation about the compliance of Laws, Rules and Regulations and happening of events, etc.

e. The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards are the responsibility of management. My examination was limited to the verification of procedures on test basis.

f. In preparing the report, I have relied on the correctness and accuracy of the information provided to me orally and in writing by on behalf of the Company.

g. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To

The Members

M/s. Polytex India Limited

45^th Floor, 5B, Technopolis Knowledge Park,

Mahakali Caves Road, Nr. Udyog Bhavan, Chakala,

Andheri East, Chakala MIDC, Mumbai, Maharashtra, India - 400093.

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors M/s. Polytex India Limited (CIN- L51900MH1987PLC042092) having its registered office 45^th Floor, 5B, Technopolis Knowledge Park, Mahakali Caves Road, Nr. Udyog Bhavan, Chakala, Andheri East, Chakala MIDC, Mumbai, Maharashtra, India - 400093. (‘the Company), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule-V Para-C, Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in as considered necessary and explanations furnished to me by the officers of the Company, I hereby certify that none of the Directors on the Board of the Company for the Financial Year ending on 31/03/2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, New Delhi or any such other Statutory Authority.

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Annexure III

The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2023-24

NIL

2. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023-24

Mr. Jigna Arvind Kariya	: 0%
Mr. Arvind Kariya (WTD & CFO)	: 0%
*Mrs. Ankita Gupta	: 0%
(Company Secretary)

3. The median remuneration of employees of the Company during the financial year 2023-24 was Rs. 4,20,000/-, there was increase of 0% in the median remuneration of employees;

4. There were 1 numbers of permanent employees on the rolls of the Company as on 31^st March, 2024

5. mechanism to ensure that the increase is commensurate with the performance of employee and company. The explanation on the relationship between increase in remuneration and company performance: While recommending increase in remuneration, the Company takes into account various factors like financial performance of the Company and the group, comparison with peers, and consideration towards cost of living adjustments and inflation. Average increase in employee remuneration for the F.Y. 2022-23 is 0%. The calculation of average increase in employees remuneration is done based on comparable employees. The Company follows holistic performance review

6. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2023-24, and comparison with the decrease in the managerial remuneration for the same financial year.

Remuneration paid to employees excluding managerial personnel for the FY 202223	Remuneration paid to employees excluding managerial personnel for the FY 202324	% change in remuneration paid to employees excluding managerial personnel	Remuneration paid to managerial personnel for the FY 202223	Remuneration paid to managerial personnel for the FY 202324	(%) change in remuneration paid to managerial personnel
4,20,000	4,20,000	0%	Nil	Nil	Nil

There were no exceptional circumstances for increase in Managerial Remuneration.

7. Affirmation that the remuneration is as per the remuneration policy of the Company: It is affirmed that the Remuneration paid is as per the Remuneration Policy of the Company.