Your Directors have pleasure in presenting the 39^th Director's Report of M/s. Virgo Polymers
India Limited (the Company) and along with it, the Audited Financial statements for the
financial year ended 31^st March 2024.

1. FINANCIAL RESULTS:

The financial results of the Company for the year ended 31^st March 2024 is summarized
below:

2. BUSINESS PERFORMANCE:

During the year under review, your company has made profit of Rs. 2,14,90,929/- against
Rs. 63,01,396/- profit in the previous financial year. There is no change in the nature of
business of the Company

3. SHARE CAPITAL:

The Paid-up Equity Share Capital as on March 31, 2024 was Rs. 3,40,00,000. There is no
change in the Share Capital of the Company during the financial year.

4. DIVIDEND:

The Board of Directors wish to conserve the profit for future development and expansion
and hence have not recommended any dividend for the financial year 2023-24.

5. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The company has neither given any loans or guarantees nor made any investments as
covered under the provisions of section 186 of the Companies Act, 2013 during the
financial year 2023-24.

6. TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to the general reserve of
the Company.

7. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during
the said financial year.

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

All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of the business, and the details of the
same are furnished under notes on account and also annexed as Annexure II in form AOC-
2. There are no materially significant related party transactions made by the company
with promoters, directors, key managerial personnel or other designatedpersonnel or
other designated persons, which may have potential conflict with interest of the company
at large.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Industry Structure and Developments:

Presently the Company is manufacturing an extensive range of FIBC (Jumbo bags, big
bags, bulk sacks) in various designs and sizes. FIBC is one of the most cost effective and
ideal type of packaging solutions for transportation and storage of goods. These bags are
made of polypropylene fabric.

Opportunities and Threats:

Our Company project has resulted in high quality output which has resulted to tie up long
term contracts with the Customers. Our main concern is, continuous competition from
other manufactures in the same line of production.

Segment wise performance:

The Performance of the products of the Company namely FIBC (Jumbo bags, big bags,
bulk sacks) in various designs and sizes which are made up of polypropylene fabric are
satisfactory and the only problem faced by the Company is power interruption and power
failure which are beyond control.

Risks and Concerns:

Our main concern is, continuous competition from other manufacturers in the same line
of production by reducing the price in the market due to which the Company has to
reduce the price to retain its share in the market.

10. RISK MANAGEMENT POLICY:

The Company continues to have an effective Risk Management process in place. The
Company has in place a mechanism to identify, assess, monitor and mitigate various risks
to key business objectives. Major risks identified by the businesses and functions are
systematically addressed also discussed at the meetings of the Audit Committee and the
Board of Directors of the Company. Major risks, if any, identified by the business and
functions are systematically addressed through mitigating action on a continuous basis.

11. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board has, on the
recommendation of the nomination and remuneration committee framed a policy for
selection and appointment of directors, key managerial personnel, senior management
personnel and their remuneration. The remuneration policy approved by the board of
Directors is available on the website of the Company www.fibcbigbags.com

12. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act,
2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the
Company www.fibcbigbags.com

a) Code of Conduct for Directors and Senior Management

b) Nomination and Remuneration Policy

c) Policy on Disclosure of Material Events

d) Policy on preservation of Documents

e) Policy on archival of data

f) Whistle Blower Policy

g) Policy on Related Party Transactions

h) Policy of Directors' Appointment and Remuneration

i) Policy on Sexual Harassment of woman at work place (Prevention, prohibition
and redressal) Act, 2013.

Since your Company's Paid-up Capital and Net worth is less than Rs. 10 Crores and Rs. 25
Crores respectively, the provisions of SEBI (LODR) Regulations, 2015 relating to
corporate governance is not applicable.

13. PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of section 197 of the Companies Act,
2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

The Information of employees as per Rule 5(2) of the said Act for the year is “Nil”.

14. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS
FRONT:

Training on all sectors is given to its employees periodically and motivated to work in
line with the development of the industry. The willingness and commitment of the
employees help the company to stand tall among its customer in quality and service.

15. DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at the workplace in line with the provisions of the Sexual Harassment of
Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
there under for prevention and redressal of complaints of sexual harassment at
workplace. The policy is uploaded and can be viewed on the Company's website
www.fibcbigbags.com

During the year and under review the Company has not received any complaints on
sexual harassment.

16. PARTICULARS OF SUBSIDIARIES. ASSOCIATES AND JOINTVENTURE COMPANIES:

The Company does not have any Subsidiaries, Associates and Joint Venture Companies.

17. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF
REPORT:

There are no material changes and commitments occurred between the end of the
financial year of the company to which the financial statements relate and the date of the
report, affecting the financial position of the company.

18. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Following are the Directors and the Key Managerial Personnels of the company:

Directors' appointment / Re-appointment:

> To appoint a director in place of Mrs. Mamta Ramsisaria (DIN: 02562426) who
retires by rotation and being eligible offers herself for re-appointment.

> To Re-appoint Mrs. Mamta Ramsisaria (DIN: 02562426) as Whole time Director of
the Company for a period of Five Consecutive Years w.e.f 28^th May 2025 and approval
for Increase in Remuneration.

> To Re-appoint Mr. Varun Ramsisaria (DIN: 01107837) as Whole time Director of the
Company for a period of Five Consecutive Year w.e.f 28^th May 2025 and approval for
Increase in Remuneration.

> To Re-appoint Mr. Rishav Sethia (DIN: 08565518) as Independent Director of the
Company for a second term of Five consecutive year w.e.f 17^th March 2025

> To Re-appoint Mr. Sagar Ramsisaria (DIN: 07452390) as Independent Director of the
Company for a second term of Five consecutive year w.e.f 27^th February, 2025.

Company Secretary & Chief Financial Officer:

Composition of committees of the board:

19. NUMBER OF MEETINGS OF THE BOARD AND BOARDS’ COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies /
policies and review the financial performance of the Company. The Board Meetings are
pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors
well in advance to facilitate the Directors to plan their schedules.

The interval between two Board Meetings was well within the maximum period
mentioned under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures
and Obligations Requirements) Regulations, 2015.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a
Vigil Mechanism policy for directors and employees to report concerns about unethical
behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc.
The mechanism also provides for adequate safeguards against the victimization of
employees who avail themselves of the mechanism and also provides for direct access by
the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year
2023-24, no employee has been denied access to the Audit Committee. The vigil
mechanism policy is also available on the Company's website www.fibcbigbags.com

21. INTERNAL CONTROL SYSTEMS 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.

22. ANNUAL EVALUATION BY THE BOARD:

In compliance with the Companies Act, 2013, the performance evaluation of the Board
and its Committees were carried out during the year under review.

The evaluation framework for assessing the performance of Directors comprises of the
following key areas:

a) Attendance of Board Meetings and Board Committee Meetings.

b) Quality of contribution to Board deliberations.

c) Strategic perspectives or inputs regarding future growth of Company and its
performance.

d) Providing perspectives and feedback going beyond information provided by the
management.

e) Commitment to shareholder and other stakeholder interests.

f) The evaluation involves Self-Evaluation by the Board Member and subsequently
assessment by the Board of Directors. A member of the Board will not participate
in the discussion of his / her evaluation.

23. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is following the applicable Secretarial Standards as prescribed and
formulated by the Institute of Company Secretaries of India during the financial year
2023-24, to the extent as applicable.

24. INDEPENDENT DIRECTORS:

a) Declaration of Independent Directors:

The Company has received necessary declaration from all the Independent Directors of
the Company under Section 149(7) of the Companies Act, 2013 read with Rule 6 of
Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that the
Independent Directors of the Company meet the criteria of their Independence laid down
in Section 149(6).

b) Independent Directors Meeting:

The meeting of the Independent Directors was held on 8th February, 2024 as per
schedule IV of the Companies Act, 2013.

c) Familiarisation Programme for Independent Directors:

The familiarization program is to update the Directors on the roles, responsibilities,
rights and duties under the Act and other statutes and about the overall functioning
and performance of the Company. The policy and details of familiarization program is
available on the website of the Company at www.fibcbigbags.com

2 5.LISTING WITH STOCK EXCHANGES:

Shares of the Company are listed on BSE Limited and the Company confirms that it has
paid the annual Listing Fees for the year 2023-24.

26. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor
has reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013,
any instances of fraud committed against the Company by its officers or employees, the
details of which would need to be mentioned in the Board's Report.

27. AUDITORS AND AUDITORS REPORT:

a) STATUTORY AUDITORS:

M/s. Venkat And Rangaa LLP, Chartered Accountants, (Firm Registration Number:
004597 S) has been appointed as statutory auditor of the company for the term of five
years in the 37th Annual General Meeting which held on 12th September 2022 and they
continue to be the Auditors till 42nd Annual General Meeting.

The Auditors' Report for Financial Year ended 31st March 2024 does not contain any
qualification, reservation or adverse remark. Hence, there is no requirement for the
Board to provide any explanation or comment on the same. The Auditors' Report is
enclosed with the financial statements in the Annual Report and the same is self¬
explanatory.

b) SECRETARIAL AUDITOR & REPORT:

Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
Mrs. Lakshmmi Subramanian of M/s. Lakshmmi Subramanian & Associates, Practising
Company Secretaries (Membership No.3534 CP:1087) was appointed to conduct
secretarial audit for the financial year 2023-2024.

The Secretarial Audit Report as received from the Secretarial Auditor is annexed to this
report as Annexure - I. The Secretarial Audit report contain certain observation remarks.

Boards Reply:

The Board of Directors taking necessary actions to rectify the observation remarks in the
Secretarial Audit Report

c) INTERNAL AUDITORS:

The Company has appointed M/s. Mardia & Associates, Chartered Accountants as the
internal Auditors of the company for the Financial Year 2024-2025. The Audit Committee
determines the scope of Internal Audit in line with regulatory and business
requirements.

d) COST AUDITOR:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with
Companies (Cost Records and Audit) Amendment rules, 2014 the Company does not fall
under the purview of Cost Audit.

28. 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:

There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations

29. 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:

(Rs. In lakhs)

30. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the
Board Members and employees of the Company in accordance with the SEBI (Prohibition
of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the
Standard of Business Ethics and ensure compliance with the legal requirements of the
Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the
Board and by employees. The Compliance Officer is responsible to ensure adherence to
the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on
matters relating to integrity in the workplace, in business practices and in dealing with
stakeholders.

All the Board Members and the Senior Management Personnel have confirmed
Compliance with the Code.

31. CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the
Company as the limits are not breached, a report on CSR activities is not annexed in this
Annual report.

32. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual Return of the Company as at March 31, 2024 is uploaded on the website of
the Company and can be accessed at www.fibcbigbags.com

33. DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and is of the view that such systems are adequate and operating effectively.

34. DIRECTORS’ RESPONSIBILITIES STATEMENT:

Pursuant to the requirement under Section 134 (3) (c) of Companies Act, 2013, with
respect to Directors' Responsibility Statement, it is hereby confirmed that:

1. in the preparation of the annual accounts, the applicable accounting standard had
been followed along with proper explanation relating to material departures

2. the Directors have selected such accounting policies and applied them
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 at the end
of the financial year and of the Profit or Loss of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provision of this Act for
safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities.

4. The Directors have prepared the Annual accounts on a going concern basis.

5. 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.

6. The directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating.

35. CORPORATE GOVERNANCE REPORT:

As on 31^st March, 2024, the Company's Paid-up Capital and Net worth is less than Rs. 10
Crores and Rs. 25 Crores respectively. Hence, compliance with respect to Regulations 17¬
27 of SEBI Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 will
not apply to the company.

36. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 21711) COMPANIES
(DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS)
RULES. 1988.

> Conservation of energy: -

1. The steps taken or impact on conservation of energy: N.A.

2. The steps taken by the Company for utilizing alternate sources of energy: N.A.

3. The capital investment on energy conservation equipment: N.A.

> Technology absorption:

1. The efforts made towards technology absorption: N.A

2. The benefits derived like product improvement, cost reduction product
development or import substitution: N.A

3. In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year) -

• The details of technology imported: N.A

• The year of import: N.A

• Whether the technology been fully absorbed. N.A.

4. If not fully absorbed, areas where absorption has not taken place and the reasons
thereof; and: N.A.

5. The expenditure incurred on Research and Development. N.A.

> Foreign Exchange Earnings And Outgo:

37. ACKNOWLEDGEMENTS:

Your directors wish to place on record their appreciation of the Contributions made by
employees at all levels, towards the continued growth and prosperity of your Company.
Directors also take this opportunity to convey theirs thanks to all the valued shareholders
of the Company and to the Bankers for their valuable services.

38. CAUTIONARY STATEMENT:

The statements contained in the Board's Report and Management Discussion and
Analysis Report contain certain statements relating to the future and therefore are
forward looking within the meaning of applicable securities, laws and regulations.
Various factors such as economic conditions, changes in government regulations, tax
regime, other statues, market forces and other associated and incidental factors may
however lead to variation in actual results.

By and on behalf of Board of Directors
For Virgo Polymers India Limited

Sd/- Sd/-

Vivek Ramsisaria Varun Ramsisaria
Managing Director Whole-Time Director

DIN: 09142187 DIN: 01107837