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

1. Financial Results

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

(figures in lakhs)

*Previous year’s figures have been regrouped/rearranged wherever necessary

2. Operations of the Company

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

3. Dividend

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

4. Share Capital

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

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

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

6. Public Deposits

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

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

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

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

Deposits) Rules, 2014

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

9. Particulars of Contracts or arrangements with related parties

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

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

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

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

10. Number of meeting of Board of Directors

The Board of Directors of the Company met Five (5) times during year 2023¬
24 on 26.05.2023, 14.08.2023, 14.11.2023, 08.12.2023 and 14.02.2024. The
details of various Board Meetings are provided in the Corporate Governance
Report that forms part of this Annual Report. The gap intervening between two
meetings of the board is as prescribed in the Companies Act, 2013.

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

11. Directors and Key Managerial Personnel

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

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

12. Declaration of Independent Directors

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

13. Directors’ Responsibility Statement

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

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

(ii) they have, in the selection of the accounting policies, consulted the joint
statutory auditors and have applied their recommendations consistently
and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company as at
31 March, 2024 and of the profit of the company for the year ended on
that date;

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

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

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

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

14. Board Evaluation

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

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

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

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

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

Mrs. Deepa Jayramdas Lakhawani - Chairperson

Mr. Kapil Purohit - Member

Mrs. Heena Gurmukhdas Kukreja - Member

During the year, the committee met 2 times in the year on 26.05.2023 and

14.11.2023 all Committee members had attended all the meeting in their tenure.

16. Stakeholders Relationship Committees

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

Mrs. Deepa Jayramdas Lakhawani - Chairperson

Mr. Kapil Purohit - Member

Mrs. Heena Gurmukhdas Kukreja - Member

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

During the year, the committee met 2 times in the year on 26.05.2023 and

14.11.2023 all Committee members had attended all the meeting in their tenure.

17. Statutory Auditors

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

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

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

18. Auditors Report

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

19. COST RECORD AND COST AUDIT

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

20. Details of Fraud Reported By Auditors

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

21. Secretarial Auditors

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

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

Clarification on Observations of Secretarial Auditor:

22. Audit Committee

Mrs. Deepa JayramdasLakhawani - Chairperson

Mr. Kapil Purohit - Member

Mrs. HeenaGurmukhdasKukreja - Member

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

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

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

23. Internal Financial Control

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

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

24. Internal Control System and their Adequacy

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

25. Code of Conduct for Prevention of Insider Trading:

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

26. Listing Fees:

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

27. RBI Guidelines:

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

28. Vigil Mechanism for Directors and Employee

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

29. Risk Management Framework

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

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

30. Familiarization Programme for Independent Director.

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

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

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

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

32. Subsidiaries, Joint Ventures and Associate Companies

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

33. Change in the Nature of Business

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

34. Particulars of Employees

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

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

35. Annual Return

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

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

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

37. Corporate Governance

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

38. Management Discussion and Analysis Report

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

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

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

(B) Technology absorption:

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

(C) Foreign Exchange Earning and Outgo:

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

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

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

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

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

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

42. Secretarial Standards

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

Compliance with Secretarial Standards on Board and General Meetings

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

43. CEO / CFO Certification:

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

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

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

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

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

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

46. Acknowledgement

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

For and on behalf of the Board of Directors
Polytex India Limited

Arvind MuljiKariya Jigna Arvind Kariya

Director& CFO Director

DIN: 00216112 DIN: 02376901

Date: 13/08/2024
Place: Mumbai