Virgo Polymers India Ltd Directors Report

TO THE MEMBERS

To,

The Members

Virgo Polymers India Limited

Your Directors have pleasure in presenting the Forty First (41st) 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 the Auditors Report for the financial year ended 31st March 2026.

1. FINANCIAL RESULTS:

The Audited Financial Results of the Company for the financial year ended 31st March 2026 are summarized below:

(Amount in INR Lakhs)

Particulars	FY 2025-26	FY 2024-25
Revenue from Operations	15,365.88	18,182.72
Other Income	241.53	453.37
Total Income	15,607.41	18,636.10
Total Expenses including Interest	15,563.08	18,365.82
and Depreciation
Profit/(Loss) before Tax	44.33	270.28
Exceptional Items	-	-
Tax Expenses:
Current Tax	15.41	46.04
Deferred Tax	-13.39	-7.65
MAT Credit Entitlement	-	-
Transfer to Reserves	-	-
Profit /(Loss) carried to Balance	42.31	231.88
Sheet/ After Tax (Net Profit)

The Audited Financial Statements of the Company for the financial year ended 31st March, 2026 were approved by the Board of Directors at its meeting held on 29th May 2026.

2. STATE OF AFFAIRS OF THE COMPANYS/BUSINESS PERFORMANCE:

During the financial year under review, the revenue from operations of the Company was Rs.15,365.88 (In Lakhs) as against revenue from operations of Rs.18,182.72 (In Lakhs) during the previous financial year.

During the financial year under review, the Company had made a net profit after tax of Rs.42.31 (In Lakhs) as against a net profit after tax of Rs.231.88 (In Lakhs) during the previous financial year. Despite the complete disruption and subsequent closure of the manufacturing facility at Maraimalai Nagar due to prolonged labour issues, the Company maintained operational stability and revenue flows by expanding its core focus on trading operations and agency business.

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

During the financial year under review (FY 2025 26), the Company continued its primary business of dealing in Flexible Intermediate Bulk Containers (FIBC Jumbo Bags), Polypropylene (PP) Woven Sack Bags and related plastic packaging products.

The operations at the Companys manufacturing facility located at Plot No. A-1-A, MMDA Industrial Complex, Maraimalai Nagar, Tamil Nadu 603209, were severely disrupted due to an industrial strike declared by members of the AITUC Union, involving 87 employees, with effect from March 13, 2025. Despite significant operational constraints, the Company maintained manufacturing activities at the facility through the remainder of the financial year up to March 31, 2026. Subsequently, owing to persistent operational challenges and ongoing safety considerations, the Company permanently closed the said manufacturing facility with effect from May 18 2026. As a result of the plant closure in May 2026, all internal manufacturing activities have been completely halted. To ensure business continuity, preserve key customer relationships and optimize operating cash flows, the Company has strategically restructured its operational framework and is currently engaged exclusively in Trading and Agency operations. Except for the post-financial-year transition from in-house manufacturing to a pure trading and agency model, there was no fundamental change in the core business segment or product category of the Company during the financial year under review.

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

The Authorised Share Capital of the Company as on 31st March 2026 was Rs.6,00,00,000 (Rupees Six Crores Only) and the Paid-Up Equity Share Capital of the Company as on 31st March 2026 was Rs.3,40,00,000/- (Rupees Three Crores and Forty Lakhs Only). During the financial 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 of your Company wish to conserve the profit for future development and expansion. Hence, the Board of Directors have not recommended any Dividend for the financial year 2025-26.

As on 31st March 2026, 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 2025-26, the Company has not accepted any Deposits under the provisions of Section 73 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.

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

All contracts, arrangements or transactions entered into by the Company with related parties during the financial year ended March 31 2026, were on an arms length basis and in the ordinary course of business, in compliance with the provisions of Section 188 of the Act and the rules framed thereunder. Pursuant to clause (h) of sub-section (3) of Section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into with related parties in Form No. AOC-2 are attached to this Report as Annexure I. Comprehensive disclosures on related party transactions as required under Indian Accounting Standard (Ind AS-24) are set out in Note No. 2(v) to the Audited Financial Statements. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel (KMP) or other designated persons that may have a potential conflict with the 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 31st March 2026 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and under the provisions of 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 Act and the SEBI Listing Regulations which are placed on the website of the Company at https://fibcbigbags.com i. Code of Conduct for Board of Directors 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 Programme for Independent Directors. vi. Policy on Preservation and Archival of Documents (including Web

Archival Policy). 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

(including Policy for Legitimate Purposes) xiii. Policy on Prevention, Prohibition and Redressal of Sexual Harassment of

Women at Workplace (POSH) xiv. Risk Management Policy xv. Policy on Diversity of Board of Directors

Since the 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 SEBI Listing Regulations relating to compliance of corporate governance provisions is not applicable to the Company.

12.RISK MANAGEMENT AND ITS POLICY:

Pursuant to Section 134 of the Act, 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 Act, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management of the Company. The policy also lays down the criteria for selection and appointment of the Board Members. The policy and details of Nomination and Remuneration Committee is available on the Website of the Company at https://fibcbigbags.com In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

1. The Committee had formulated the criteria for determining qualifications, positive attributes and Independence of a Director and the same is available on the Companys website at https://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 a Director, KMP and Senior Management Personnel (SMP).

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

5. The remuneration/compensation/commission etc. to the Managerial Personnel, KMP and SMP 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, Chief 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 Directors are paid remuneration by way of sitting fees for attending meetings of the Board or Committee thereof.

9. Commission to Non-Executive Directors and 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 Act.

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 Company and 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 (POSH) AND INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for Sexual Harassment of Women 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 and Redressal of Sexual Harassment is available on the website of the Company at https://fibcbigbags.com The Committee met once in the financial year 2025-26. The Company is committed to provide a safe and conducive work environment to its employees. Your Directors state that during the financial year 2025-26, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

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

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

As of March 31 2026, the Company does not have any Subsidiary, Joint Venture or Associate Company within the meaning of the Companies Act, 2013. Accordingly, the requirement of attaching Form No. AOC-1 pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 and preparing Consolidated Financial Statements is not applicable to the Company for the financial year under review.

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

The Company does not have any Holding Company or Subsidiary Company as of March 31, 2026. Accordingly, none of the Directors of the Company, including the Managing Director and Whole-Time Directors, received any commission or remuneration from any Holding or Subsidiary Company during the financial year under review.

Therefore, the requirement for making disclosures under Section 197(14) of the Act read with the rules framed thereunder is not applicable to the Company for the financial year under review.

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

Except as disclosed below, there have been no material changes and commitments affecting the financial position of the Company that occurred between the end of the financial year to which these financial statements relate i.e. March 31, 2026 and the date of this Report, pursuant to Section 134(3)(i) of the Companies Act, 2013:

Closure of Manufacturing Facilities at Maraimalai Nagar Factories:

As previously reported, the operations at the Companys manufacturing facility/factories located at Plot No. A-1-A, MMDA Industrial Complex, Maraimalai Nagar, Tamil Nadu 603209, were severely disrupted due to an industrial strike declared by members of the AITUC Union, involving 87 employees, with effect from March 13 2025. Despite persistent management efforts to resolve the matter amicably, the industrial unrest continued. Consequently, owing to ongoing operational challenges, financial viability concerns and workforce safety considerations, the Board of Directors approved the closure of the Maraimalai Nagar manufacturing facility, effective May 18 2026.

Key Aspects of the Plant Closure and Operational Strategic Shift:

Complete Cessation of Manufacturing: With effect from May 18 2026, all internal manufacturing activities at the facility have been halted.

No Damage to Fixed Assets: There has been no physical loss or structural damage to the plant, property or equipment located at the facility.

Transition to Trading Model: To protect Shareholder value, maintain active business relationships and ensure business continuity, the Company has completely pivoted its operations to Trading and Agency.

Financial Impact: The disruptions in in-house manufacturing activities severely impacted manufacturing revenues and net profits for FY 2025 26, However, the strategic expansion into trading operations and agency representations has established a stable, lower-overhead business model to sustain long-term operational cash flows.

The Board continues to closely monitor the post-closure transition and takes all necessary measures in the best interest of the Company and its stakeholders.

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

During the financial year under review, no significant and material order has been passed by the Regulators, Courts, Tribunals impacting the going concern status and 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 24th November 2024 and the certified copy of the order was received by the Company on 4th March 2025.

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

20.REPORTING OF FRAUDS BY AUDITORS:

During the financial year under review, neither the Statutory Auditors (M/s. Venkat & Rangaa LLP, Chartered Accountants) nor the Secretarial Auditor (Mrs. N. Srividhya) have reported any instances of fraud committed against or in the Company by its officers or employees under sub-section (12) of Section 143 of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014

21.AUDITORS AND AUDIT REPORTS: A. 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 financial years at the 37th Annual General Meeting (AGM) of the Company held on 12th September, 2022 and they shall continue to hold the office as the Statutory Auditors till the conclusion of 42nd AGM of the Company to be held in the year 2027.

COMMENT ON STATUTORY AUDITORS REPORT:

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors, M/s. Venkat & Rangaa LLP, Chartered Accountants (Firm Registration No. 004597S/AAK-5672), in their Independent Auditors Report on the Standalone

Financial Statements of the Company for the financial year ended March 31, 2026.

The Notes on Financial Statements referred to in the Independent Auditors Report are self-explanatory and do not call for any further comments or explanations from the Board of Directors under Section 134(3)(f) of the Act.

B. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of the SEBI Listing Regulations and the SEBI Circular No. SEBI/HO/CFD/CFD PoD 2/CIR/P/2024/185 dated December 31, 2024, the Board of Directors at its meeting held on May 30, 2025, approved and recommended 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. Subsequently, the Members of the Company at the 40th AGM held on September 29 2025, approved the appointment of Mrs. N. Srividhya as the Secretarial Auditor of the Company for a term of five (5) consecutive financial years, i.e., from FY 2025 26 to FY 2029 30 by passing an Ordinary Resolution. The Secretarial Audit Report issued by Mrs. N. Srividhya in Form No. MR-3 for the financial year ended March 31, 2026, is annexed to this Report as Annexure III

QUALIFICATION IN SECRETARIAL AUDIT REPORT:

There are no material qualifications, reservations or adverse remarks in the Secretarial Audit Report issued by the Secretarial Auditor, Mrs. N. Srividhya, for the financial year ended March 31, 2026, except for certain observations. The said observations have been duly reviewed and taken on record by the Board of Directors and necessary corrective and remedial measures have been initiated to ensure full adherence and compliance.

BOARDS COMMENTS ON THE SECRETARIAL AUDITORS REPORT: i) Regarding the Secretarial Auditors observation concerning the non-dematerialization of 100% of the Promoter and Promoter Group Shareholding, the Company clarifies that 1,53,800 Equity Shares held in physical form under the Promoter Group actually belongs to 296 Public Shareholders who were inadvertently misclassified over two decades ago. Although the Members passed a Special Resolution at the 33rd AGM in 2018 approving their re-classification to the "Public Category," these individual shareholders could not be contacted. Because the actual Promoters hold 100% of their genuine shareholding in dematerialized form, the Company has applied to BSE Limited for the revocation of its trading suspension, keeping further action on these physical shares in abeyance to avoid administrative conflicts while the exchange processes the application. ii) In response to the Secretarial Auditors observation regarding the delay in submitting the disclosure under Regulation 30 of the SEBI Listing Regulations concerning the plant strike, the Company clarifies that the abrupt nature of the industrial action required immediate, on-ground management focus to secure factory assets, ensure workforce safety and assess operational viability. This emergency situation caused a minor administrative lag in conveying the formal update to the stock exchange. The delay was purely inadvertent and the Board has since reinforced its internal compliance and communication mechanisms to ensure strict, real-time reporting of all material events under SEBI Listing Regulations in the future.

C. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors,at its meeting held on May 30, 2025, based on the recommendation of the Audit Committee, appointed M/s. Mardia & Associates, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2025 26. The Internal Auditors directly evaluate the efficacy and adequacy of internal control systems, operational processes and compliance mechanisms across the Company. The Audit Committee, in consultation with the Internal Auditors, defines and approves the scope of the internal audit periodically, ensuring alignment with evolving statutory guidelines, operational requirements and business risks. Internal Audit reports are placed before the Audit Committee on a regular basis for detailed review and implementation of recommended control measures.

D. COST AUDITORS:

The provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, relating to the maintenance of Cost Records and conducting a Cost Audit, are not applicable to the Company for the financial year under review. Accordingly, the Company is not required to maintain Cost Records or appoint a Cost Auditor under the Act.

22.DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP) OF THE COMPANY AND CHANGES IN DIRECTORS AND KMP DURING THE FINANCIAL YEAR UNDER REVIEW:

As on 31st March 2026, the Board of Directors of the Company consists of 6 Directors including a Managing Director, 2 (Two) Whole-Time Directors, 2 (Two) 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

A. Changes in Directors and Key Managerial Personnel (KMP):

During the financial year under review i.e. FY 2025 26, there were no changes in the composition of the Board of Directors and KMP of the Company.

Mr. Krishnamurthy Murali continues to serve as the Company Secretary and Compliance Officer of the Company.

However, subsequent to the close of the financial year, the following changes occurred in the KMP of the Company:

Resignation of CFO: Mrs. T. Bhavani resigned from the position of Chief Financial Officer (CFO) and KMP of the Company with effect from Wednesday, May 13 2026. The Board places on record its appreciation for her contributions during her tenure. Appointment of CFO: Based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors at its meeting held on Friday, May 29, 2026, appointed Mr. Jayasankar O as the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company with effect from May 29 2026.

B. Re-appointment of Managing Director:

Mr. Vivek Ramsisaria (DIN: 01942187) was re-appointed as the Managing Director of the Company at the 36th AGM held in 2021 for a period of five (5) consecutive years, with his current tenure expiring on September 30, 2026.

Based on the recommendation of the Nomination and Remuneration Committee (NRC) and subject to the approval of the Members at the ensuing 41st AGM, the Board of Directors at its meeting held on August 28, 2026, approved and recommended the reappointment of Mr. Vivek Ramsisaria as the Managing Director of the Company for a further term of five (5) consecutive years, commencing from October 01, 2026 to September 30, 2031.

Further, pursuant to Section 197 read with Schedule V of the Companies Act, 2013, the Board has recommended the payment of Managerial Remuneration of up to Rs.84,00,000/- (Rupees Eighty-Four Lakhs Only) per annum to Mr. Vivek Ramsisaria for a period of three (3) years starting from April 01 2026 to March 31 2029, including as minimum remuneration in the event of loss or inadequacy of profits in any financial year during the said 3-year period.

Appropriate Special Resolutions seeking approval for his re-appointment and remuneration structure have been included in the Notice convening the ensuing AGM for consideration by the Members.

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 SEBI 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 of the Meetings and Committees based on following criteria: 1. Attendance at Meetings. 2. Understanding and knowledge of the Company. 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 terms 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 financial year under review, the Board of Directors accepted all recommendations made by the Audit Committee on various matters, including the review of financial statements, internal financial controls, related party transactions and the appointment of Internal and Secretarial Auditors.

Accordingly, there were no instances during FY 2025 26 where the Board of Directors had not accepted any recommendation of the Audit Committee, which would otherwise require disclosure under Section 177(8) of the Act.

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

The Composition of the Committees of the Board as required under the provisions of the Companies Act, 2013 and the SEBI Listing Regulations as on 31st March 2026 and during the financial year 2025 2026, was as follows:

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 of Directors and its Committees meet at regular intervals to deliberate, discuss and decide on key corporate policies, business strategies, operational priorities and financial performance. The Board and Committee Meetings are structured and pre-scheduled; a tentative Annual Calendar is circulated to all the Directors well in advance to enable them to plan their schedules and ensure active participation.

The maximum gap between any two consecutive Board Meetings was maintained well within the statutory limit of 120 days, as prescribed under Section 173(1) of the Act, Regulation 17(2) of the SEBI Listing Regulations and Secretarial Standards on Meetings of the Board of Directors (SS-1) issued by the ICSI.

The following are the dates on which Board Meetings and Committee Meetings happened during the financial year ended 31st March 2026.

Type of Meeting	No. of Meetings during the Financial Year 2025-26	Date of the Meetings
Board Meeting	5	30th May 2025, 13th August 2025, 03rd September 2025, 13th November 2025 and 13th February 2026.
Audit Committee	4	30th May 2025, 13th August 2025, 13th November 2025 and 13th February 2026.
Nomination and Remuneration Committee Stakeholders	2	30th May 2025 and 03rd September 2025 13th February 2026.
Relationship and Grievances Committee	1
Independent Directors Meeting	1	13th February 2026.

27.SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149(8) read with Schedule IV (Code for Independent Directors) of the Act and Regulation 25(3) of the SEBI Listing Regulations, 2015, a separate meeting of the Independent Directors of the Company was held during the financial year under review on February 13, 2026 without the attendance of Non-Independent Directors and members of the Management.

During the meeting, the Independent Directors, inter alia:

Reviewed the performance of Non-Independent Directors and the Board as a whole; Assessed the performance of the Chairman of the Company, taking into account the views of Executive and Non-Executive Directors and Evaluated the quality, quantity and timeliness of the flow of information between the Company Management and the Board to effectively perform their duties.

28.FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In terms of Regulation 25(7) and Regulation 46(2)(i) of the SEBI Listing Regulations, 2015 and Schedule IV of the Companies Act, 2013, the Company has in place a structured Familiarization Program for its Independent Directors. The program aims to familiarize the Independent Directors with their roles, rights, duties and responsibilities under the Act and other statutory regulations, as well as the nature of the industry, business model, operational processes, internal control systems and financial performance of the Company. The policy governing the Familiarization Program and the details of programs conducted during the financial year under review are accessible on the Companys website at: https://fibcbigbags.com.

29.INDEPENDENT DIRECTORS DECLARATION:

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of Independence as laid down under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) read with Regulation 25(8) of the SEBI Listing Regulations, 2015 for the financial year ended March 31, 2026. The Independent Directors have also submitted declarations confirming that they have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013. The Board of Directors evaluated the declarations received and confirmed that all the Independent Directors fulfill the conditions specified in the Act and the SEBI Listing Regulations and that they are Independent of the management. The declarations were formally noted and placed before the Board at its meeting held on May 29, 2026.

30.SECRETARIAL STANDARDS:

Pursuant to the provisions of Section 118(10) of the Act, the Company confirms that it has generally complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), namely Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings, during the financial year under review.

31.WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Section 177(9) of the Act, 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, and 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 Chairman of the Audit Committee. It is affirmed that during the financial year 2025-26, no employee has been denied access to the Chairman of the Audit Committee. The Vigil Mechanism Policy is also available on the Companys Website at https://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 Company has laid down a comprehensive Code of Conduct for all the Board Members, KMP and Senior Management Personnel of the Company in accordance with the provisions of Regulation 17(5) of the SEBI Listing Regulations and the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code sets out the standards of professional conduct, business ethics and corporate governance expected to be maintained by the Directors and Senior Management Personnel in their business dealings, particularly emphasizing integrity in the workplace, transparent business practices, confidentiality and protection of stakeholder interests. The Compliance Officer is responsible for monitoring and ensuring adherence to the Code across the organization. Pursuant to Regulation 26(3) of the SEBI Listing Regulations, all Members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year ended March 31, 2026.

34.CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every Company having a Net Worth of Rs.500 Crores or more or a Turnover of Rs.1,000 Crore or more or a Net Profit of Rs.5 Crore or more during the immediately preceding financial year, is required to constitute a Corporate Social Responsibility (CSR) Committee and spend at least 2% of its average net profits on CSR activities.

During the financial year under review, the Company did not meet any of the thresholds specified under Section 135(1) of the Act. Accordingly, the provisions relating to the constitution of a CSR Committee, formulation of a CSR Policy and mandatory expenditure on CSR initiatives are not applicable to the Company for the financial year 2025 26.

35.EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 is hosted on the Companys website and can be accessed at https://fibcbigbags.com.

36.PARTICULARS OF EMPLOYEES:

During the financial year ended March 31, 2026, no employee of the Company was in receipt of remuneration equal to or exceeding the financial thresholds prescribed under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (i.e., Rs.1.02 Crore or more per annum if employed throughout the financial year or Rs.8.50 Lakhs or more per month if employed for a part of the financial year). Accordingly, the statement containing particulars of employees as required under the second proviso to Section 197(12) of the Act read with Rule 5(2) and 5(3) of the said Rules is not applicable to the Company for the financial year under review.

37.DISCLOSURE REQUIREMENTS:

Pursuant to Section 118(10) of the Act, the Company has devised proper systems to ensure compliance with all applicable Secretarial Standards (SS-1 on Meetings of the Board of Directors and SS-2 on General Meetings) issued by the Institute of Company Secretaries of India (ICSI). The Board is of the view that such systems are adequate and operating effectively during the financial year under review.

38.DIRECTORS RESPONSIBILITIES STATEMENT:

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

a) In the preparation of the Annual Accounts for the financial year ended 31st March 2026, 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 financial 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 the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. d) They have prepared the Annual Accounts on a going concern basis. e) They have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively. f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

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

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

B. TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption: Nil (ii) Benefits derived Production improvement: Nil Cost Reduction: Nil Production development or Import substitution: Nil (iii) Import Technology: Nil (iv) Expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. in lakhs)

C. FOREIGN EXCHANGE	2025-26	2024-25
EARNINGS AND OUTGO
Earnings in Foreign	596.43	3,485.54
Exchange
Expenditure in Foreign	Nil	Nil
Exchange
CIF value of imports	Nil	896.02
Raw Materials

40.CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15(2) of the SEBI Listing Regulations, 2015, compliance with the Corporate Governance provisions specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V is not applicable to the Company for the financial year 2025 26. The Company has duly submitted the required Non-Applicability Certificate / Declaration to BSE Limited during the financial year under review. Accordingly, a separate Report on Corporate Governance, along with the Auditors Certificate on Corporate Governance, does not form part of this Annual Report. However, the Company voluntarily adheres to best practices of corporate governance to maintain transparency, accountability and ethical standards across its operations.

41.DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the financial year under review, no application was made, nor were any proceedings initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC) before the National Company Law Tribunal (NCLT) or any other court. Accordingly, the disclosure required under Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, is not applicable to the Company for FY 2025 26.

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

Except as disclosed elsewhere in this Report specifically under Point No. 18 regarding the temporary labor strike and resultant operational disruption at the Companys manufacturing unit there were no major developments, disruptions or significant events during the financial year under review that adversely affected the business operations or financial standing of the Company. The management took immediate and appropriate administrative, operational and legal steps to resolve the industrial action, secure company assets, restore full operational capacity.

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:

During the financial year under review, the Company did not enter into any One-Time Settlement (OTS) scheme with any bank, financial institution or lender in respect of loans taken by the Company. Accordingly, the disclosure regarding the details of difference between the valuation done at the time of one-time settlement and the valuation done while taking loans from banks or financial institutions, along with the reasons thereof, as mandated under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, is not applicable to the Company for the financial year 2025 26.

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 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company and Directors is furnished hereunder:

S. No	Name	Designati on	Remune ration paid. FY 2025- 26	Remunerati on paid. FY 2024- 2025	Increase /Decrease in remuneration from previous year	Ratio / times per median of employee remunerat ion
1.	Mr. Vivek Ramsisaria	Managing Director	Rs.30 Lakhs	Rs.30 Lakhs	Nil	10.92 : 1
2.	Mrs. Mamta Ramsisaria	Whole- Time Director	Rs.30 Lakhs	Rs.30 Lakhs	Nil	10.92 : 1
3.	Mrs. Varun Ramsisaria	Whole- Time Director	Rs.30 Lakhs	Rs.30 Lakhs	Nil	10.92 : 1
4.	Mrs. Bhavani T	Chief Financial Officer	Rs.7.44 Lakhs	Rs.5.62 Lakhs	Rs.1.82 Lakhs	NA
5.	Mr. Krishnamurt hy Murali	Company Secretary and Complian ce Officer	Rs.3.6 Lakhs	Nil	Rs.3.6 Lakhs	NA

45.LISTING FEES:

The Company confirms that the Annual Listing Fees for the financial year 2025 26 have been duly paid to BSE Limited, where the Equity Shares of the Company are listed, within the prescribed statutory timelines in compliance with Regulation 14 of the SEBI Listing Regulations.

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, 23nd September 2025 to Monday, 29th September 2025 (both days inclusive) during the financial year under review.

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

Pursuant to the provisions of Section 124 and Section 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, there were no amounts in unpaid/unclaimed dividend account, application money due for refund, matured deposits or interest accrued thereon which remained unclaimed or unpaid for a period of seven (7) consecutive years. Accordingly, during the financial year under review, the Company was not required to transfer any unclaimed amounts or corresponding underlying equity shares to the Investor Education and Protection Fund (IEPF) managed by the Central Government.

48.COMPLIANCE UNDER MATERNITY BENEFIT ACT:

The Company confirms that it has duly complied with all applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time, including the provisions of the Maternity Benefit (Amendment) Act, 2017. During the financial year under review, all statutory benefits, leaves and requisite support facilities were fully extended to all eligible Women employees of the Company.

49.NO ESOP/SWEAT EQUITY SHARES/BUYBACK DECLARATION:

During the financial year under review, the Company has:

Not issued or granted any Stock Options under an Employees Stock Option

Scheme (ESOS) pursuant to Section 62(1)(b) of the Act read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; Not issued any Sweat Equity Shares pursuant to Section 54 of the Act read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014; and

Not undertaken any Buyback of its Equity Shares or other specified securities pursuant to Section 68 of the Act and the SEBI (Buy-Back of Securities) Regulations, 2018.

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 financial year under review. 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 financial 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:

Statements in this Boards Report and the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company operates, changes in government regulations, tax laws, statutory statutes, court rulings, market forces, interest rates, labor relations, raw material availability and other incidental and associated factors over which the Company does not have direct control.

Place: Chennai
Date: 28th August, 2026
	For and on behalf of the Board
	For Virgo Polymers India Limited
Sd/-	Sd/-
Vivek Ramsisaria	Varun Ramsisaria
Managing Director	Whole-Time Director
(DIN: 01942187)	(DIN: 01107837)