Visagar Polytex Ltd Directors Report

To,

The Members of
Visagar Polytex Limited

Your Directors have the pleasure of presenting Forty Third Annual Report of the
Company together with Audited Statement of Accounts for the year ended March 31,
2026.

FTNANCTAL HTGHLTGHTS

The highlights of the Financial Results are as under: (Rs. In Lakhs)

	Standalone
Particulars	For The Year Ended
	31-MAR-2026	31-MAR-2025
Income From Operations	11.51	0
Other Income	0.95	1.51
Total Income	12.46	1.51
Total Expenses	174.14	179.64
PROFIT / (LOSS) BEFORE TAXATION	(161.68)	(178.13)
Add/(Less): Prior Period Adjustments (Net)	0	0
PROFIT / (LOSS) BEFORE TAX	(161.68)	(178.13)
Provision For Fringe Benefit Tax	0	0
Less: Current Tax	0	0
Add: Deferred Tax Credit	7.97	11.73
PROFIT / (LOSS) BEFORE EXTRA- ORDINARY ITEMS [NET OF TAX EXPENSES]	(153.71)	(166.40)
Less: Extra-Ordinary Items [Net of Tax Expenses]	0	0
PROFIT / (LOSS) AFTER TAX	(153.71)	(166.40)
PAID-UP SHARE CAPITAL	2,927.01	2,927.01

OPERATING & FINANCING PERFORMANCE

The Income from Operations of the Company for the financial year under review stood at
Rs. 11.51 Lakhs as compared to Nil in the previous financial year. The management
continues to explore and evaluate new business opportunities and alternative revenue
streams with the objective of strengthening the Companys financial performance,
enhancing profitability, and creating long-term value for its shareholders.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the operational activities of the Company during the year
under review.

MATERIAL CHANGES AND COMMITMENTS

No material changes or commitments affecting the financial position of the Company
occurred between the end of the financial year and the date of this Report.

DIVIDEND

The Company incurred a loss during the Financial Year. The Board of Directors have
considered it prudent not to recommend any dividend for the Financial Year under review.
The Company has not accepted any deposit within the meaning of Sections 73 to 76 of the
Companies Act, 2013 during the year under review.

TRANSFER TO RESERVE

No amount was transferred to reserves during the year under review.

CAPITAL STRUCTURE

The paid-up equity share capital as on March 31, 2026, was Rs. 2,927.01 Lakhs. During
the year, there were no public issues, rights issues, bonus issues, preferential issues, or any
other form of share issuance. Additionally, the company did not issue shares with
differential voting rights or sweat equity shares.

During the year the company has not issued shares with differential voting rights nor has
granted any stock options or sweat equity shares. As on March 31, 2026, none of the

Directors of the Company hold instruments convertible into Equity Shares of the
Company.

SUBSIDIARY/JOINT VENTURES/ASSOCIATES

The Company does not have any Subsidiaries, Joint Ventures, or Associate Companies.
EXTRACTS OF ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013, the Annual Return
referred to in Section 92(1) is available on the Companys website at
www.visagarpolytex.in.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors state that:

- in the preparation of Annual Accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;

- the Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give true and
fair view of the state of affairs of the Company at the end of Financial Year March 31,
2026 and the Profit or Loss of the Company for the period;

- the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act for
safeguarding the assets of the Company and preventing and detecting fraud.

The Directors had prepared the Annual Accounts for the Financial Year Ended March
31, 2026 on a going concern basis.

- the Directors had laid down Internal Financial Controls to be followed by the
Company and that such Internal Financial Controls are adequate and were operating

effectively.

- the Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has in place an adequate budgetary control system and internal financial
controls with reference to financial statements. No reportable material weaknesses were
observed during the year under review. Further, the Company has laid down internal
financial control policies and procedures which ensure accuracy and completeness of the
accounting records and the same are adequate for safeguarding of its assets and for
prevention and detection of frauds and errors, commensurate with the size and nature of
operations of the Company. The policies and procedures are also adequate for the orderly
and efficient conduct of the business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board consists of the following persons:

Key Managerial Personnel

(1) Tilokchand Kothari - Executive Director, Managing Director & Chairperson

(2) Vikramjit Singh Gill - Executive Director

(3) Sachin Mehta - Chief Financial Officer

(4) Neelam Raj - Company Secretary

Non-Executive, Independent Directors

(1) Mr. Kaushal Yadav

(2) Ms. Madhubala Vaishnav

(3) Mr. Kuldeep Kumar

Non-Executive, Non-Independent Directors

(1) Mr. Vikasjeet Singh

In accordance with the provisions of the Companies Act, 2013 and the Companys
Articles of Association, Mr. Vikramjit Singh Gill, Director of the Company, retires by
rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers
for re-appointment.

The above re-appointment form is part of the Notice of the Annual General Meeting.
MEETINGS OF THE BOARD

The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013. During the year, 07 (Seven) Board Meetings were held on the
following dates:

1. 27.05.2025	2. 10.06.2025
3. 13.08.2025	4. 08.09.2025
5. 11.11.2025	6. 09.02.2026
7. 24.02.2026

The composition of the Board and the attendance details of the Members are given below:

Name of the Directors	Category	No. of Meetings
		Held	Attended
Tilokchand Kothari	Chairperson & Executive Director & Managing Director	7	7
Vikramjit Singh Gill	Executive Director	7	7
Kaushal Yadav	Non-Executive - Independent Director	7	7
Madhubala Vaishnav	Non-Executive - Independent Director	7	7
Kuldeep Kumar	Non-Executive - Independent Director	7	7
Vikasjeet Singh	Non-Executive - Non Independent Director	7	5

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors met on February 24, 2026, inter
alia, to discuss:

- Evaluation of the performance of Non-Independent Directors and the Board of
Directors as a whole ;

- Evaluation of the performance of the Chairman of the Company, taking into account
the views of the Executive and Non-Executive Directors.

- Evaluation of the quality, content and timelines of the flow of information between the
Management and the Board that is necessary for the Board to effectively and
reasonably perform its duties.

All the Independent Directors were present at the Meeting.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDITORS AND AUDITORS REPORT
Statutory Auditors

M/s. Bhatter & Associates, Chartered Accountants, audited the Financial Statements for
the year ended March 31, 2026. Their report does not contain any qualification,
reservation or adverse remark. Based on the recommendation of the Audit Committee, the
Board has proposed the appointment of Riddhi Kishor Trivedi, Chartered Accountant(s),
Membership No. 611547, subject to approval of the Members.

No fraud has been reported by the Statutory Auditors under Section 143(12) of the
Companies Act, 2013 during the year under review.

Secretarial Audit

The Board has appointed M/s. Kirti Sharma & Associates, Practicing Company
Secretaries, to carry out the Secretarial Audit pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 for the Financial Year 2025-26. The Secretarial Audit
Report for the Financial Year ended March 31st, 2026, is annexed herewith and marked as
Annexure - I to this Report.

The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India. Maintenance of cost records under Section
148(1) of the Companies Act, 2013 is not applicable to the Company for the year under
review.

COMMITTEES OF THE BOARD

The Company has constituted different Committees under the Board that are mandated
under the Companies Act, 2013.

[I] Mandatory Committees

(a) Audit Committee

The Audit Committee of the Board of Directors oversees the Financial Statements and
Financial Reporting before submission to the Board.

The Audit Committee is responsible for the recommendation of the appointment,
remuneration, performance and oversight of the Internal and Statutory Auditors. It
reviews the Reports of the Internal Auditors and Statutory Auditors. The Senior
Management Personnel are invited to the meetings of the Audit Committee, along
with the Head of Internal Audit

During the year under review, the Audit Committee met 4 (Four) times to deliberate
on the various matters. The Meetings were held on May 27, 2025, August 13, 2025,
November 11, 2025, and February 09, 2026.

The composition of the Committee and the attendance details of the Members are
given below:

Name of the	Category	No. of Meetings
Directors		Held	Attended
Kaushal Yadav	Chairperson, Non-Executive, Independent	4	4
Madhubala Vaishnav	Non- Executive, Independent, Member	4	4
Kuldeep Kumar	Non- Executive, Independent, Member	4	4

(b) Nomination and Remuneration Committee

Your Company has reconstituted the Nomination and Remuneration Committee of
the Company pursuant to the provisions of Section 178 of the Companies Act,
2013. The functions of this Committee include the identification of persons who
are qualified to become Directors and who may be appointed as Senior
Management, formulation of criteria for determining qualifications, positive
attributes, independence, recommendations of their appointments to the Board,
evaluation of every Directors performance, formulation of Remuneration Policy
to include recommendations of remuneration for Directors, Key Managerial
Personnel and Senior Management.

During the year under review, the Nomination and Remuneration Committee met 3
(Three) times to deliberate on the various matters. The Meetings were held on June
10, 2025, August 13, 2025 and February 09, 2026.

The composition of the Committee and the attendance details of the Members are
given below:

Name of the	Category	No. of Meetings
Directors		Held	Attended
Kaushal Yadav	Chairperson, Non-Executive, Independent	3	3
Madhubala Vaishnav	Non- Executive, Independent, Member	3	3
Kuldeep Kumar	Non- Executive, Independent, Member	3	3

Remuneration Policy, Details of Remuneration and Other Terms of Appointment of
Directors.

The Board has, on the recommendation of the Nomination and Remuneration Committee,
framed a Policy for Selection and Appointment of Directors, Senior Management and
their remuneration. This Policy inter alia includes:

(i) Criteria of Selection of Non-Executive Directors

-Non-Executive Directors will be selected on the basis of the identification of
Industry/subject leaders with strong experience. The advisory area and, therefore,
the role may be defined for each independent director.

- The Nomination and Remuneration Committee shall ensure that the Candidate
identified for Appointment as a Director is not disqualified for Appointment under
Section 164 of the Companies Act, 2013.

- In case of Appointment of Independent Directors, the Nomination and
Remuneration Committee shall satisfy itself with regard to the independent nature
of the Directors vis-a-vis the Company so as to enable the Board to discharge its
function and duties effectively.

(ii) Remuneration

Pursuant to the resolutions passed by the Board from time to time:

- The Independent Directors shall be entitled to receive remuneration by way of
sitting fees for each meeting of the Board or Committee of the Board attended by
them, or such sum as may be approved by the Board of Directors within the overall
limits prescribed under the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

- In addition, Independent Directors shall be entitled to receive reimbursement of
expenses for participation in the Board/Committee Meetings.

(c) Stakeholders Relationship and Grievance Committee

Your Company has reconstituted the Stakeholders Relationship and Grievance
Committee of the Company pursuant to Section 178 of the Companies Act, 2013.

The meeting of stakeholders was held on February 09, 2026.

During the year under review, the Stakeholders Relationship and Grievance
Committee met once in order to take on note of the Share Transfer / Transmission /
Demat of Shares / Sub-Division as intimated by the RTA of the Company.

The composition of the Share Transfer and Stakeholders Relationship Committee
is given below:

Name of the Directors		No. of Meetings
	Category	Held	Attende d
Kaushal Yadav	Chairperson, Non-Executive, Independent	1	1
Madhubala Vaishnav	Non- Executive, Independent, Member	1	1
Kuldeep Kumar	Non- Executive, Independent, Member	1	1

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

A Vigil (Whistle Blower) mechanism provides a formal mechanism to the Employees and
Directors to report to the Management concerns about unethical behavior, actual or
suspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides
for adequate safeguards against victimization of Employees and Directors to avail of the
mechanism and also provides for direct access to the Chairman of the Audit Committee in
exceptional cases. Pursuant to the requirements of the Act, the Company has established a
vigil mechanism for its Directors and Employees under the supervision of the Audit
Committee. A Whistle Blower Policy setting out the vigil mechanism is already in place in
your Company.

RISK MANAGEMENT POLICY

The Management has put in place an adequate and effective system and manpower for the
purposes of

risk management. In the opinion of the Board, the following would threaten the existence
of the Company:

- Staying one step ahead of risk

The Company has laid down a well-defined risk management mechanism covering the
risk mapping and trend analysis, risk exposure, potential impact and risk mitigation
process. A detailed exercise is being carried out to identify, evaluate, manage and
monitor both business and non-business risks.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the
annual performance evaluation of its own performance, the Directors individually,
including the Chairman of the Board, as well as the evaluation of the Committees of the
Board. The performance evaluation of the Independent Directors was also carried out by
the entire Board.

The results of the evaluation done by Independent Directors were reported to the
Chairman of the Board. It was reported that the performance evaluation of the Board,
Committee etc. was satisfactory. The Directors expressed their satisfaction with the
evaluation process.

ORDERS PASSED BY THE REGULATORS

There have been no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and the Companys operations in future.

No application was made and no proceeding was pending against the Company under the
Insolvency and Bankruptcy Code, 2016 during the year under review. There was no one-
time settlement with any bank or financial institution requiring disclosure of a difference
in valuation.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN

The Company is committed to maintaining a productive environment for all its employees
at various levels in the organization, free of sexual harassment and discrimination on the
basis of gender.

The Company has framed a policy on Prevention of Sexual Harassment in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 ("POSH Act").

The Company is not required to constitute an Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars of Conservation of Energy and Technology Absorption as required under
Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014, are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS OUT-GO

During the period under review, there were no Foreign Exchange Earnings or outflows.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The Disclosures with respect to the Remuneration of Directors and Employees as required
under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with, a
statement containing particulars of Employees as required under Section 197 of
Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith and marked as
Annexure - "II" and form part of this report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

All related party transactions are entered on arms length basis, in the ordinary course of
business and are in compliance with the applicable provisions of the Companies Act,
2013. There are no materially significant related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel or other designated persons which
may have a potential conflict with the interest of the Company at large. Accordingly, no

transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014.

However, the details of the transactions with the Related Party are provided in the
Companys financial statements in accordance with the Accounting Standards.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES
AND SECURITIES PROVIDED

Particulars of loans, investments, guarantees and securities covered under Section 186 of
the Companies Act, 2013, to the extent applicable, are disclosed in the Financial
Statements and the accompanying notes.

DEPOSITORY SYSTEM

As the Members are aware, your Companys shares are tradable compulsorily in
Electronic Form and the Company has established connectivity with both the Depositories
in the country, i.e., NSDL and CDSL. In view of the various advantages offered by the
Depository System, Members are requested to avail of the facility of dematerialization of
the Companys shares on either of the aforesaid Depositories.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct applicable to the Members of the
Board and Senior Management. The declaration regarding compliance with the Code
forms part of the Corporate Governance Report.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a
view to regulating trading in Securities by the Directors and Designated Employees of the
Company. The Board is responsible for the implementation of the Code.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

The Management Discussion and Analysis Report and the Corporate Governance Report,
prepared in accordance with the applicable SEBI Listing Regulations, are annexed as
Annexure III and Annexure IV, respectively.

CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013, the provisions for Corporate Social
Responsibility are not applicable to the Company.

MANAGING DIRECTOR (MD) / CHIEF FINANCIAL OFFICER (CFO)
CERTIFICATION

As required under Regulation 17(8) of the Listing Obligations and Disclosures
Requirements formulated by the Securities and Exchange Board of India (SEBI), the
MD/CFO certification has been submitted to the Board and a copy thereof is annexed
herewith and marked as Annexure - V

ACKNOWLEDGEMENT

Directors would like to express their appreciation for the assistance and co-operation
received from the financial institutions, banks, Government authorities, customers,
vendors and members during the year under review.

Directors take on record their deep sense of appreciation to the contributions made by the
employees through their hard work, dedication, competence, support and co-operation
towards the progress of our Company.