Virgo Polymers India Ltd Directors Report

TO THE MEMBERS

To,

The Members

Virgo Polymers India Limited

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, Boards Report and Auditors 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 and Depreciation	18,369.81	13,087.43
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 Sheet/ After Tax (Net Profit)	231.88	214.91

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 COMPANYS/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 arms 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 Companys 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 Companys 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 aha, 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 Companys website atwww.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 Companys factory.

15. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPOSHl 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 IOINT VENTURE COMPANIES:

As on March 31, 2025, Company doesnt 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 FINANCIAI. 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 Companys factory located at A-l-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.

9.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 Companys operations in future.

However, the Company had filed a writ petition before the Honble High Court of Judicature at Madras seeking a refund of duty drawback amounting to Rs.116 Lakhs. The writ petition was dismissed by the Honble 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 Honble High Court on 30^th April 2025, challenging the dismissal and seeking appropriate reliefs. The matter is currently sub-judice.

20.REPQRTING 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 AUDITORS 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.

BOARDS REPLY:

i) The Company has been complying with all listing formalities and had received Inprincipal 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 PERSONNELfKMPl 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. No	Name of the Directors	DIN	Designation	Date of Original Appointment 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.

2 5. 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 Committees 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, 31st 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 Directors Meeting	1	14th February 2025

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 DIRECTORS 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 Companys 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 fCSRl:

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 Companys 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 31^st 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 (hi) 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 20161 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. MAIOR THINGS HAPPENED DURING THE YEAR & THE MAIOR ACTIONS TAKEN BY THE COMPANY IN THAT RESPECT:

Please refer to Point No. 18 concerning the labour strike at the Companys 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	Designation	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 Boards 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.

For and on behalf of the Board	Sd/-	Sd/-
For Virgo Polymers India Limited	Vivek Ramsisaria	Varun Ramsisaria
Place: Chennai	Managing Director	Whole-Time Director
Date: 03rd September, 2025	(DIN: 01942187)	(DIN:01107837)