Ramgopal Polytex Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2025

Your Directors have pleasure in presenting their 44th (Forty-fourth) Annual Report together with the Audited Financial Statements of Accounts of the Company for the Financial Year ended March 31,2025.

1. FINANCIAL RESULTS:

The Financial Statements for the year ended March 31, 2025 have been prepared in accordance with the Indian Accounting Standards (Ind AS), Section 133 and other applicable provisions of the Companies Act, 2013 (“Act”) and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

The Company’s financial performance for the year ended March 31,2025 is summarized below:

(Rs. in Lakhs)
FINANCIAL RESULTS:	2024-25	2023-24
Revenue from Operations & Other Income	226.05	1156.18
Profit/(Loss) before Depreciation, Exceptional Item and Tax	(18.39)	(166.34)
Less: Depreciation	0.35	0.30
Profit/(Loss) before Exceptional Item and Tax	(18.74)	(166.64)
Less: Exceptional Item	-	-
Profit/(Loss) Before Tax	(18.74)	(166.64)
Less: Tax Expenses	(0.13)	-
Profit/(Loss) for the Year	(18.52)	(166.64)
Add/(Less): Other Comprehensive Income (Net of Taxes)	(10.73)	13.56
Total Comprehensive Income/(Loss) for the year	(29.25)	(153.08)

2. DIVIDEND:

In view of carry forward losses, your Directors have not recommended any dividend for the year under review.

3. TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

4. SHARE CAPITAL:

During the year under review, the Company has not altered/modified its Authorized Share Capital and has not issued any shares including equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or employees.

As on March 31,2025, the issued, subscribed and paid up share capital of your Company stood at Rs.1,450.00 Lakhs comprising of 1,45,00,000 Lakhs Equity shares of Rs.10 each. However, out of Rs.1,450.00 Lakhs, a sum of Rs.10.37 Lakhs is in calls in Arrears which is due from shareholders (other than the Directors and Officers of the Company).

5. OPERATIONS AND FUTURE OUTLOOK:

The Company continues to be engaged in the wholesale trading of commodities such as Yarn, Polymers etc. The Company either imports or procures locally and sold them on wholesale basis.

During the financial year 2024-25, the turnover of the Company has decreased from Rs.1,099.55 Lakhs in the previous year to Rs.148.20 Lakhs in the current year. Also, the Company has made a loss (including other Comprehensive Income) of Rs.29.25 Lakhs during the year as compared to Loss of Rs. 153.08 Lakhs in the previous year, due to improvement in the margin, the losses of the Company has reduced significantly during the year as compared to previous year.

The rising adoption of active sportswear and technical textiles is expected to be a key demand catalyst for Polyester Filament Yarns (PFY) in the coming years.

India is becoming a key consumer market due to growth in fast fashion, knitwear, and athleisure, so your directors expect growth in coming year.

6. CHANGE IN NATURE OF COMPANY’S BUSINESS:

During the year under review, there has not been any change in the nature of the business of the Company.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No Material changes and Commitments affecting the financial position of the Company have occurred between the end of financial year to which this financial statement relates and the date of this report and hence, not reported.

8. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:

Since, there was no unpaid/unclaimed dividend; the Company was not required to transfer any amount to Investor Education & Protection Fund during the year under review.

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

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

10. INTERNAL FINANCIAL CONTROLS:

The Board of Directors has laid down the process and policies to ensure effective conduct of the business of the Company, to achieve its objects and to comply with the laws and regulations. During the year, the internal financial controls were tested and no major weaknesses were observed in the controls.

11. SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company does not have any Subsidiary/Joint Ventures/Associate Companies. Further, there was no Company which became or ceased as a subsidiary company or a joint venture company or associated company during the year.

12. PUBLIC DEPOSITS:

During the year, your Company has not accepted any deposits under the provisions of Chapter V of the Companies Act, 2013 and the rules made there under.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure-I to this Report.

14. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

During the year under review, no application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of the 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 is not applicable.

15. 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:

The Company has not made any one time settlement; therefore, the above disclosure is not applicable.

16. AUDITORS AND AUDIT REPORTS:Statutory Auditors

M/s. Shanker and Kapani, (having Firm Registration No. 117761W), had been appointed as Statutory Auditors of your Company for a period of 5 years from Financial Year 23 to Financial Year 27 at the Annual General Meeting held on September 30, 2022.

The Auditors have confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (“ICAI”) and holds a valid certificate issued by the Peer Review Board of ICAI.

Auditors’ Report

The report given by M/s. Shanker and Kapani, (having Firm Registration No. 117761W), Statutory Auditors on financial statements of the Company for Financial Year 2024-25 is part of the Annual Report. The comments on statement of accounts referred to in the report of the Auditors are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

Details in respect of Frauds Reported by Auditors

During the year under review, the Statutory Auditors has not reported any instances of frauds committed against the Company by its Officer(s) or Employee(s) to the Board under Section 143(12) of the Companies Act, 2013.

Internal Auditors

In terms of Section 138 of the Companies Act, 2013 and the rules made there under, M/s. Ravi Seth & Co., Chartered Accountants (ICAI Registration No. 108757W) are Internal Auditors of the Company for the year 2024-25. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board quarterly.

Secretarial Auditors, Audit Report, Secretarial Compliance Certificate

In accordance with the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Company had appointed M/s. Uma Lodha & Co., Practicing Company Secretaries (Membership No. 5363 & COP No. 2593), to conduct Secretarial Audit for the financial year 2024-25.

M/s. Uma Lodha & Co., have confirmed that they are not disqualified from being appointed as Secretarial Auditors of the Company. They have also confirmed that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India (“ICSI”) and holds a valid certificate issued by the Peer Review Board of ICSI.

Secretarial Audit Report is annexed to this report as “Annexure-II”. There are no qualifications or reservations or adverse remarks in the Secretarial Audit Report. The report is self-explanatory and does not call for any further comments.

M/s. Uma Lodha & Co., Practicing Company Secretaries, have also issued Secretarial Compliance Report for the year ended March 31,2025 confirming that the Company has maintained proper records as stipulated under various Rules and Regulations applicable to the Company and that no action has been taken against the Company or promoters/directors by SEBI/Stock Exchanges. The Company has disseminated the Report on the websites of BSE within the prescribed time.

Further, pursuant to Regulation 24A of the Listing Regulations, the Board of Directors of the Company, on the recommendation of the Audit Committee, recommends the appointment of M/s. Uma Lodha & Co., (Membership No. 5363 & COP No. 2593) as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years commencing from FY 2025-26 to FY 2029-30.

17. ACCOUNTING TREATMENT:

The Accounting Treatment is in line with the applicable Indian Accounting Standards (IND-AS) recommended by the Institute of Chartered Accountants of India and prescribed by the Central Government, as may be amended from time to time.

18. EXTRACT OF ANNUAL RETURN:

As required under Section 92(3) and 134(3) (a) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), Annual Return in Form MGT - 7 is available on Company’s website at www.ramgopalpolvtex.com

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Board of the Company comprise of right combination of Executive, Non-Executive and Independent Directors draws fine balance of business acumen and independent judgement on Board’s decisions. They bring in diversified competencies, domain knowledge and experience.

During the year under review, none of the Non-Executive Directors had any pecuniary relationship or transactions with the Company, other than sitting fees.

Retirement by Rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Act and the Company’s Articles of Association, Mrs. Divya Modi (DIN: 07158212), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (“AgM”) and being eligible, has offered herself for re-appointment. Mrs. Divya Modi (DIN: 07158212), has provided her consent for re-appointment.

The aforesaid re-appointment with a brief profile and other related information of Mrs. Divya Modi (DIN: 07158212), forms part of the Notice convening the ensuing AGM and the Directors recommend the same for your approval.

Independent Director:1) Appointment:

On the recommendation of the Nomination & Remuneration Committee, the Board appointed Mr. Nishant Tolchand Ranka (DIN: 06609705) as an Additional Non-Executive Independent Director of the Company for a period of 5 years commencing from August 03, 2025 to August 02, 2030, subject to approval of the Members in the ensuing AGM.

The aforesaid appointment with a brief profile and other related information of Mr. Nishant Tolchand Ranka (DIN: 06609705) forms part of the Notice convening the ensuing AGM.

In the opinion of the Board, all Directors including the Directors appointed/ re-appointed during the year possess requisite qualifications, experience and expertise and holds high standards of integrity. All the Independent Directors have passed or are exempted from passing the proficiency test, as the case may be. The list of key skills, expertise and core competencies of the Board is provided in the Corporate Governance Report which is annexed as Annexure-III. Criteria for determining qualification, positive attributes and independence of a director is given in the Nomination and Remuneration Policy.

During the year under review, pursuant to Section 134(3)(d) of the Act, declarations were received from all the Independent Directors confirming that they fulfil the criteria of independence specified under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

Terms and conditions of appointment of Independent Directors are placed on the website of the Company at https:// www.ramgopalpolytex.com/investors.html

2) Retirement:

Mr. Panna Lal Jyotshi (DIN: 07248640) ceased to be Independent Director of the Company with effect from the close of business hours on August 02, 2025, consequent to the completion of his second term of five years. Consequently, Mr. Panna Lal Jyotshi (DIN: 07248640) also ceased as a Chairman of the Audit Committee and Nomination and Remuneration Committee, and Member of Stakeholders Relationship Committee of the Board.

The Board of Directors of the Company has placed on record its deep appreciation for the association and valuable contributions made by Mr. Panna Lal Jyotshi (DIN: 07248640) during his tenure and extends its best wishes for his future endeavors.

Declaration of independence from Independent Directors

During the year under review, pursuant to Section 134(3)(d) of the Companies Act, 2013, declarations were received from all the Independent Directors confirming that they fulfil the criteria of independence specified under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Terms and conditions of appointment of Independent Directors are placed on the website of the Company at https:// www.ramgopalpolvtex.com/investors.html

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel In accordance with the provisions of Section 203 of the Act the following are the Key Managerial Personnel (KMP) of the Company:
Sr. No.	Name of the person	Designation	Date of Appointment as KMP
1.	Mr. Sanjay Jatia	Chairman and Managing Director	August 11,2014 - Original Date of Appointment August 07, 2024 - Date of Re-appointment
2.	Mr. Navalkishor Gadia	Chief Financial Officer	August 11,2014
3.	Ms. Manorama Yadav	Company Secretary and Compliance Officer	October 27, 2015

20. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are qualified and respected individuals in their respective fields. It’s an optimum mix of expertise (including financial expertise), leadership and professionalism.

During the year no Independent Director was appointed/re-appointed.

21. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES:

During the year under review, the Board of Directors have held Five (05) Board Meetings. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report which is annexed as Annexure-III.

Committees of the Board The details of the various committees of the board and their composition as on March 31,2025 are as under:
Name of Director(s)	Audit Committee	Stakeholder Relationship Committee	Nomination & Remuneration Committee
*Mr. Panna Lal Jyotshi	Chairperson	Member	Chairperson
Mr. Sanjay Jatia	Member	Member	-
Mrs. Divya Modi	-	Chairperson	Member
Mr. Arun Kumar Modi	Member	-	Member
*Mr. Panna Lal Jyotshi has completed his second and final term as an Independent Director and consequently will be ceased to be a Director of the Company with effect from the close of business hours on August 02, 2025.

The details of the various committees of the board and their composition w.e.f. August 03, 2025 are as under:
Name of Director(s)	Audit Committee	Stakeholder Relationship Committee	Nomination & Remuneration Committee
Mr. Nishant Tolchand Ranka	Chairperson	Member	Chairperson
Mr. Sanjay Jatia	Member	Member	-
Mrs. Divya Modi	-	Chairperson	Member
Mr. Arun Kumar Modi	Member	-	Member

22. MANNER OF FORMAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year under review, performance evaluation of the Board as a whole, its Committees and individual Directors have been carried out as per the provisions of the Act. All Independent Directors of the Company at their Meeting held on February 10, 2025 have evaluated the performance of the Board as a whole, Committees of Board, the Chairman of the Company and the Non-Independent Directors as per the criteria adopted by the Nomination, Remuneration and Compensation Committee and the Board.

The performance evaluation of the Board was based on various parameters such as board composition and quality, board meetings and procedure, minutes and dissemination of information, board strategy and risk management and overall rating of board performance. The performance of the individual Directors was evaluated on parameters such as, participation in board meetings and committee meetings, relationship, knowledge and skill, code of conduct and overall performance.

The evaluation of the Independent Directors was carried out by the entire Board excluding the Independent Director being evaluated.

The Board expressed their satisfaction with the evaluation process.

23. NOMINATION & REMUNERATION POLICY:

The Company has adopted a Nomination and Remuneration Policy on criteria for determining Directors’ appointment and remuneration including qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

The said Policy lays down the guidelines to be followed in relation to:

a) Appointment of the directors and key managerial personnel of the Company;

b) Fixation of the remuneration of the directors, key managerial personnel and other employees of the Company; and

c) Evaluation of performance of directors, key managerial personnel and other employees of the Company.

The objective of this Policy is to inter-alia:

a) Attract, recruit and retain good and exceptional talent;

b) List down the criteria for determining the qualifications, positive attributes and independence of the directors of the Company;

c) Ensure that the remuneration of the Directors, Key Managerial Personnel and other Employees is performance driven, motivates them, recognizes their merits and achievements and promotes excellence in their performance;

d) Motivate such personnel to align their individual interests with the interests of the Company and further the interests of its stakeholders;

e) Ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective and gender in the Board; and

f) Fulfill the Company’s objectives and goals, including in relation to good corporate governance, transparency and sustained long-term value creation for its stakeholders.

During the year under review, the Nomination and Remuneration Policy was reviewed and revised, as part of a periodic assessment and to align with the updated regulatory guidelines.

The Nomination and Remuneration Policy of the Company can be viewed on website of the Company at www.ramgopalpolvtex.com

24. CORPORATE GOVERNANCE REPORT:

The Board of Directors reaffirms their continued commitment to good Corporate Governance & ethical practices. The Company is committed to maintain highest standard of Corporate Governance and elevating the same to the best global practices.

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Corporate Governance Report together with a Certificate from Shanker and Kapani, (having Firm Registration No. 117761W), confirming compliance thereto is enclosed with the Corporate Governance Report which is annexed as Annexure-III.

In compliance with the requirements of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a certificate from the Managing Director and Chief Financial Officer of the Company was placed before the Board. The same is enclosed as a part of the Corporate Governance Report.

All the Board Members and Senior Management of the Company have affirmed compliance with the Code of Conduct for Board Members and Employees including Senior Management. A declaration to this effect duly signed by the Chairman and Managing Director is enclosed as a part of the Corporate Governance Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report.

26. VIGIL MECHANISM-WHISTLE BLOWERS POLICY:

The Company has adopted a Vigil Mechanism and Whistle Blower Policy to provide a secure environment and to encourage all employees, Directors, Members, customers, vendors and/ or third party intermediaries of the Company to report unethical, unlawful or improper practices, acts or activities in the Company and to prohibit managerial personnel from taking any adverse action against those employees/ persons who report such practices in good faith. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013. The Policy on the same is posted on the website of the Company www.ramgopalpolvtex.com.

27. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN & INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of Loans given, Guarantees given, and Investments made under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No. 37 to the Financial Statements.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES:

During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties, which could be considered as material in accordance with the policy of the Company. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2, have not been given. The Policy on Related Party Transactions and dealing with related party transactions as approved by the Board is posted on the website of the Company www.ramgopalpolytex.com.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large. Members may refer to Note No.33 to the financial statement which sets out related party disclosures pursuant to Ind AS.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 read with Schedule VII thereto, are not applicable to your Company for the year under review.

30. COST RECORD:

Maintenance of cost records as specified under Section 148(1) of the Companies Act, 2013 is not applicable to your Company.

31. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

Information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:

A.	Ratio of remuneration of each Director to the median remuneration of all the employees of your company for the financial year 2024-25 is as follows: (Rs. in Lakhs)
	Sr. No.	Name of Directors	Total Remuneration		Ratio of remuneration of director to the Median remuneration
	1.	Mr. Sanjay Jatia (Chairman & Managing Director)	12.00		1.98:1
	2.	Mrs. Divya Modi (Non-Executive & Non-Independent Director)	0.30 (Sitting Fees)		Not Applicable
	3.	Mr. Panna Lal Jyotshi (Non-Executive & Independent Director)	0.40 (Sitting Fees)		Not Applicable
	4.	Mr. Arun Kumar Modi (Non-Executive & Independent Director)	0.28 (Sitting Fees)		Not Applicable
B.	Median Remuneration of the Company for all its employees is Rs.6.07 Lakhs for the financial year 2024-25. #for calculation of Median Remuneration, only those employees have been considered who were there in the Company for whole year and excluded those employees who had resigned or joined the Company during the year 2024-25. Details of percentage increase in the remuneration of each Director and CFO & Company Secretary in the financial year 2024-25 are as follows: (Rs. in Lakhs)
	Sr. No.	Name of Directors		Remuneration		Increase(in %)
				2024-25	2023-24
	1.	Mr. Sanjay Jatia (Chairman & Managing Director)		12.00	12.00	0.00%
	2.	Mrs. Divya Modi (Non-Executive & Non-Independent Director)		0.30 (Sitting Fees)	0.09 (Sitting Fees)	Not Applicable
	3.	Mr. Panna Lal Jyotshi (Non-Executive & Independent Director)		0.40 (Sitting Fees)	0.15 (Sitting Fees)	Not Applicable
	4.	Mr. Arun Kumar Modi (Non-Executive & Independent Director)		0.28 (Sitting Fees)	0.12 (Sitting Fees)	Not Applicable
	5.	Mr. Navalkishor Gadia (Chief Financial Officer)		12.04	12.04	0.00%
	6.	Ms. Manorama Yadav (Company Secretary and Compliance Officer)		18.29	13.21	38.46%
C. D. E.	the percentage is increased in the median remuneration of employees for the financial year 2024-25 is 13.67%. the number of permanent/confirmed employees (including MD) on the rolls of the Company is 6 (Six) as on March 31, 2025 Comparison of average percentage increase in salary of employees other than key managerial personnel and the percentage increase in the key managerial remuneration: (Rs. in Lakhs)
	Particulars			2024-25	2023-24	Increase (%)
	Average salary of all employees (other than KeyManagerial Personnel)			4.38	4.25	3.06%
	Key Managerial Personnel
	- Salary of CMD			12.00	12.00	0.00%
	- Salary of CFO & CS			30.33	25.25	20.12%
F.	Affirmation that the remuneration is as per the remuneration policy of the Company: The Board of Directors of the Company affirms that the remuneration is as per the remuneration policy of the Company.

G. Particulars of employee’s remuneration, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016:

During the year under consideration, none of the employees of the Company were in receipt of remuneration in excess of limits prescribed section 197(12) of the Companies Act, 2013, read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016. Hence, particulars as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are not given.

32. DIRECTORS’ RESPONSIBILITY STATEMENT:

Your Directors state that:

a. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards had been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgements 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 March 31, 2025 and of the Loss of the Company for the year ended on that date;

c. the Directors 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;

d. the Directors have prepared the annual accounts on a ‘going concern’ basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

33. RISK MANAGEMENT POLICY:

Your Company has devised and implemented a mechanism for Risk management and has developed a Risk Management Policy. The Policy provides for identification of internal and external risks and implementing risk mitigation steps. The said Policy is available on the website of the Company www.ramgopalpolvtex.com.

34. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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

The Company has formed a Committee to redress complaints received regarding sexual harassment. During the year under review, following are the details of the complaints:

• No. of complaints filed during FY 2024-25 : Nil

• No. of complaints disposed of during FY 2024-25 : Nil

• No. of complaints pending as on March 31,2025 : Nil

35. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING:

The Company has in place a Code of Conduct for prohibition of Insider Trading, which stipulates the process of trading in the securities of the Company by the persons having direct or indirect access to the Unpublished Price Sensitive Information(s) of the Company (UPSIs) including the designated persons. The said code is aimed to regulate, monitor and report the trading in the securities of the Company by the Insiders as per prevailing law and regulation(s).

The said Code of Conduct is available at the website of the Company www.ramgopalpolytex.com.

36. CEO/CFO CERTIFICATION:

As required under Regulation 17(8) of the Listing Regulations, the Managing Director and CFO of the Company have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended March 31,2025. The certificate is given in the Corporate Governance Report which forms a part of this report.

37. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT:

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. This Code is reviewed on an annual basis and the latest Code is available on the website of the Company www.ramgopalpolvtex.com .

Pursuant to the Listing Regulations, a confirmation from the Managing Director regarding compliance with the Code by all the Directors and senior management of the Company is given in the Corporate Governance Report which forms a part of this report.

38. CAUTIONARY STATEMENT:

The Annual Report including those which relate to the Directors’ Report, Management Discussion and Analysis Report may contain certain statements on the Company’s intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect the Company’s performance could be the demand and supply for Company’s product and services, changes in Government regulations, tax laws, forex volatility etc.

39. ACKNOWLEDGEMENT:

The Directors take this opportunity to place on record their sincere thanks to all the employees of the Company for their continuing commitment and dedication. Further, the Directors would also like to express their gratitude for the continued support of all the stakeholders such as banks, financial institutions, various State and Central Government authorities, customers, vendors, stock exchanges and last but not the least our valued shareholders, for all their support and trust reposed in the Company.

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Mar 31, 2024

Your Directors have pleasure in presenting their 43rd (Forty-Third) Annual Report together with the Audited Statements of Accounts
of the Company for the Financial Year ended March 31,2024.

1. FINANCIAL RESULTS:

The Financial Statements for the year ended March 31, 2024 have been prepared in accordance with the Indian Accounting
Standards (Ind AS), Section 133 and other applicable provisions of the Companies Act, 2013 (“Act”) and the applicable provisions
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”).

The Company’s financial performance for the year ended March 31,2024 is summarized below:

(Rs. in Lakhs)

FINANCIAL RESULTS:	2023-24	2022-23
Revenue from Operations & Other Income	1156.18	762.51
Profit/(Loss) before Depreciation, Exceptional Item and Tax	(166.34)	(126.76)
Less: Depreciation	0.30	0.91
Profit/(Loss) before Exceptional Item and Tax	(166.64)	(127.67)
Less: Exceptional Item	-	-
Profit/(Loss) Before Tax	(166.64)	(127.67)
Less: Tax Expenses	-	0.01
Profit/(Loss) for the Year	(166.64)	(127.66)
Add/(Less): Other Comprehensive Income (Net of Taxes)	13.56	4.65
Total Comprehensive Income/(Loss) for the year	(153.08)	(123.01)

2. DIVIDEND:

In view of carry forward losses, your Directors have not recommended any dividend for the year under review.

3. TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

4. SHARE CAPITAL:

During the year under review, the Company has not altered/modified its Authorized Share Capital and has not issued any
shares including equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued any
sweat equity shares to its directors or employees.

As on March 31,2024, the issued, subscribed and paid up share capital of your Company stood at Rs.1,450.00 Lakhs comprising
of 145.00 Lakhs Equity shares of Rs.10 each. However, out of Rs.1,450.00 Lakhs, a sum of Rs.10.37 Lakhs is in calls in
Arrears which is due from shareholders (other than the Directors and Officers of the Company).

5. OPERATIONS AND FUTURE OUTLOOK:

The Company continues to be engaged in the wholesale trading of commodities such as Yarn, Polymers etc. The Company
has mainly imported the commodities and sold them on wholesale basis in India.

During the financial year 2023-24, the turnover of the Company has increased from Rs.697.46 Lakhs in the previous year to
Rs.1099.55 Lakhs in the current year. Also, the Company has made a loss (including other Comprehensive Income) of Rs.153.08
Lakhs during the year as compared to Loss of Rs.123.01 Lakhs in the previous year, due to significant drop in spandex yarn
prices, the Company incurred a loss.

We are one of the oldest Companies in the field of Yarn & Polymers. Your Directors are confident and optimistic of generating
additional revenues. The demand for this product will never be in slump due to the sheer size of the Domestic Market.

The Company hopes that once volatility in the prices of the commodities becomes stable, the Company will be able to get good
business.

6. CHANGE IN NATURE OF COMPANY’S BUSINESS:

During the year under review, there has not been any change in the nature of the business of the Company.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No Material changes and Commitments affecting the financial position of the Company have occurred between the end of
financial year to which this financial statement relates and the date of this report and hence, not reported.

8. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:

Since, there was no unpaid/unclaimed dividend; the Company was not required to transfer any amount to Investor Education &
Protection Fund during the year under review.

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

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status
and Company’s operations in future.

10. INTERNAL FINANCIAL CONTROLS:

The Board of Directors has laid down the process and policies to ensure effective conduct of the business of the Company, to
achieve its objects and to comply with the laws and regulations. During the year, the internal financial controls were tested and
no major weaknesses were observed in the controls.

11. SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company does not have any Subsidiary/Joint Ventures/Associate Companies. Further, there was no Company which
became or ceased as a subsidiary company or a joint venture company or associated company during the year.

12. PUBLIC DEPOSITS:

During the year, your Company has not accepted any deposits under the provisions of Chapter V of the Companies Act, 2013
and the rules made there under.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required
under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished
in Annexure-I to this Report.

14. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

During the year under review, no application has been made under the Insolvency and Bankruptcy Code; hence the requirement
to disclose the details of the 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 is not applicable.

15. 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:

The Company has not made any one time settlement; therefore, the above disclosure is not applicable.

16. AUDITORS AND AUDIT REPORTS:

Statutory Auditors

M/s. Shanker and Kapani, (having Firm Registration No. 117761W), had been appointed as Statutory Auditors of your Company
for a period of 5 years from Financial Year 23 to Financial Year 27 at the Annual General Meeting held on September 30, 2022.

Auditors’ Report

The report given by M/s. Shanker and Kapani, (having Firm Registration No. 117761W), Statutory Auditors on financial statements
of the Company for Financial Year 2023-24 is part of the Annual Report. The comments on statement of accounts referred to
in the report of the Auditors are self-explanatory and do not call for any further comments. The Auditors’ Report does not
contain any qualification, reservation or adverse remark.

Details in respect of Frauds Reported by Auditors

During the year under review, the Statutory Auditors has not reported any instances of frauds committed against the Company
by its Officer(s) or Employee(s) to the Board under Section 143(12) of the Companies Act, 2013.

Internal Auditors

In terms of Section 138 of the Companies Act, 2013 and the rules made there under, M/s. Ravi Seth & Co., Chartered Accountants
(ICAI Registration No. 108757W) are Internal Auditors of the Company. The Internal Auditor conducts the internal audit of the
functions and operations of the Company and reports to the Audit Committee and Board quarterly.

Secretarial Auditors, Audit Report, Secretarial Compliance Certificate

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 & Regulation 24A of the Listing Regulations, Board had appointed M/s. Uma Lodha & Co., Practicing
Company Secretaries (Membership No. 5363 & COP No. 2593) as Secretarial Auditor to undertake the Secretarial Audit of the
Company for year ended 31 March 2024.

Secretarial Audit Report is annexed to this report as “Annexure-II”. There are no qualifications or reservations or adverse
remarks in the Secretarial Audit Report. The report is self-explanatory and does not call for any further comments.

M/s. Uma Lodha & Co., practicing Company Secretaries, have also issued Secretarial Compliance Report for the year ended
31 March 2024 confirming that the Company has maintained proper records as stipulated under various Rules and Regulations
applicable to the Company and that no action has been taken against the Company or promoters/directors by SEBI/Stock
Exchanges. The Company disseminates the Report on the websites of BSE within the prescribed time.

On the recommendations of the Audit Committee, Board of Directors have re-appointed M/s. Uma Lodha & Co., Practicing
Company Secretaries, to conduct the secretarial audit of the Company for Financial Year 2024-25. They have consented and
confirmed their eligibility for the said reappointment.

Secretarial Standards

During Financial Year 2023-24, the Company has complied with all the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India as amended.

17. ACCOUNTING TREATMENT:

The Accounting Treatment is in line with the applicable Indian Accounting Standards (IND-AS) recommended by the Institute of
Chartered Accountants of India and prescribed by the Central Government, as may be amended from time to time.

18. EXTRACT OF ANNUAL RETURN:

As required under Section 92(3) and 134(3) (a) of the Act and Rule 12(1) of the Companies (Management and Administration)
Rules, 2014 (as amended), Annual Return in Form MGT - 7 is available on Company’s website at www.ramgopalpolvtex.com

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Board of the Company comprise of right combination of Executive, Non-Executive and Independent Directors draws fine balance
of business acumen and independent judgement on Board’s decisions. They bring in diversified competencies, domain knowledge
and experience.

During the year under review, none of the Non-Executive Directors had any pecuniary relationship or transactions with the
Company, other than sitting fees.

Retirement by Rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Article of Association, Mr.
Sanjay Jatia (DIN: 00913405), retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re¬
appointment.

The aforesaid re-appointment with a brief profile and other related information of Mr. Sanjay Jatia (DIN: 00913405) forms part
of the Notice convening the ensuing AGM and the Directors recommend the same for your approval.

Re-appointment of Chairman & Managing Director:

Pursuant to the provisions of Section 196, 197, 198 & 203 of the Companies Act, 2013 read with Rules made thereunder, the
Board has re-appointed Mr. Sanjay Jatia as the Chairman & Managing Director of the Company w.e.f. August 07, 2024 subject
to approval of Members at ensuing Annual General Meeting.

Declaration of independence from Independent Directors

During the year under review, pursuant to Section 134(3)(d) of the Companies Act, 2013, declarations were received from all
the Independent Directors confirming that they fulfil the criteria of independence specified under Section 149(6) of the Companies
Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Terms and conditions of appointment of Independent Directors are placed on the website of the Company at
www.ramgopalpolytex.com

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the
Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel

In accordance with the provisions of Section 203 of the Act the following are the Key Managerial Personnel of the Company:

Sr. No.	Name of the person	Designation	Date of Appointment as KMP
1.	Mr. Sanjay Jatia	Chairman and Managing Director	August 11,2014 - Original Date of Appointment August 07, 2024 - Date of Re-appointment
2.	Mr. Navalkishor Gadia	Chief Financial Officer	August 11,2014
3.	Ms. Manorama Yadav	Company Secretary and Compliance Officer	October 27, 2015

20. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non- Executive Directors has any pecuniary relationship or transactions with the Company which in
the Judgment of the Board may affect the independence of the Directors.

21. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES:

The details of the meetings of the Board of Directors and its Committees, convened during the financial year 2023-24 are given
in the Corporate Governance Report which forms a part of this report.

Committees of the Board

During the financial year 2023-24, Six (06) meetings of the Board of Directors were held. The details of the meetings of the
Board of Directors of the Company convened during the financial year 2023-24 are given in the Corporate Governance Report
which forms part of this Annual Report.

The details of the various committees of the board and their composition as on March 31,2024 are as under:

Name of Director(s)	Audit Committee	Stakeholder Relationship Committee	Nomination & Remuneration Committee
Mr. Panna Lal Jyotshi	Chairperson	Member	Chairperson
Mr. Sanjay Jatia	Member	Member	-
Mrs. Divya Modi	-	Chairperson	Member
Mr. Arun Kumar Modi	Member	-	Member

22. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and applicable provision of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a structured questionnaire was prepared as per the requirement of the Companies Act,
2013 which included various aspects of Boards and Committees functioning, Composition of the Board and its Committees,
functioning of the Individual directors. The aspects covered in the evaluation included the contribution to and monitoring of
corporate governance practices and the fulfillment of Directors’ obligations and fiduciary responsibilities, including but not
limited to, active participation at the Board and Committee meetings.

Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non -
Executive Directors.

Board also assessed the fulfilment of the independence criteria as specified in Listing Regulations, by the IDs and their
independence from the management.

The Board expressed their satisfaction with the evaluation process.

23. NOMINATION & REMUNERATION POLICY:

The Company has adopted a Nomination and Remuneration Policy on criteria for determining Directors’ appointment and
remuneration including qualifications, positive attributes, independence of a director and other matters provided under Section
178(3) of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the Nomination and
Remuneration Policy of the Company.

The said Policy lays down the guidelines to be followed in relation to:

a) Appointment of the directors and key managerial personnel of the Company;

b) Fixation of the remuneration of the directors, key managerial personnel and other employees of the Company; and

c) Evaluation of performance of directors, key managerial personnel and other employees of the Company.

The objective of this Policy is to inter-alia:

a) Attract, recruit and retain good and exceptional talent;

b) List down the criteria for determining the qualifications, positive attributes and independence of the directors of the Company;

c) Ensure that the remuneration of the Directors, Key Managerial Personnel and other Employees is performance driven,
motivates them, recognises their merits and achievements and promotes excellence in their performance;

d) Motivate such personnel to align their individual interests with the interests of the Company and further the interests of its
stakeholders;

e) Ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective
and gender in the Board; and

f) Fulfill the Company’s objectives and goals, including in relation to good corporate governance, transparency and sustained
long-term value creation for its stakeholders.

The Nomination and Remuneration Policy of the Company can be viewed on website of the Company at
www.ramgopalpolvtex.com

24. CORPORATE GOVERNANCE REPORT:

The Board of Directors reaffirms their continued commitment to good Corporate Governance & ethical practices. The Company
is committed to maintain highest standard of Corporate Governance and elevating the same to the best global practices.

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Corporate Governance Report together
with a Certificate from Shanker and Kapani, (having Firm Registration No. 117761W), confirming compliance thereto is enclosed
with the Corporate Governance Report which is annexed as Annexure - III.

In compliance with the requirements of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, a certificate from the Managing Director and Chief Financial Officer of the Company was placed before the
Board. The same is enclosed as a part of the Corporate Governance Report.

All the Board Members and Senior Management of the Company have affirmed compliance with the Code of Conduct for Board
Members and Employees including Senior Management. A declaration to this effect duly signed by the Chairman and Managing
Director is enclosed as a part of the Corporate Governance Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report.

26. VIGIL MECHANISM-WHISTLE BLOWERS POLICY:

The Company has adopted a Vigil Mechanism and Whistle Blower Policy to provide a secure environment and to encourage all
employees, Directors, Members, customers, vendors and/ or third party intermediaries of the Company to report unethical,
unlawful or improper practices, acts or activities in the Company and to prohibit managerial personnel from taking any adverse
action against those employees/ persons who report such practices in good faith. The provisions of this policy are in line with
the provisions of Section 177(9) of the Companies Act, 2013. The Policy on the same is posted on the website of the Company
www.ramgopalpolytex.com.

27. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN & INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

Details of Loans given, Guarantees given, and Investments made under the provisions of Section 186 of the Companies Act,
2013 are given in the Note No. 39 to the Financial Statements.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES:

During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties, which could be
considered as material in accordance with the policy of the Company. Accordingly, particulars of contracts or arrangements
with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in
Form AOC-2, have not been given. The Policy on Related Party Transactions and dealing with related party transactions as
approved by the Board is posted on the website of the Company www.ramgopalpolytex.com.

Securities and Exchange Board of India (“SEBI”) vide its notification dated 9th November, 2021, had amended certain provisions
of Regulation 23 of the Listing Regulations relating to Related Party Transactions. The said amendments were effective from
1st April, 2022. Accordingly, the Company’s Policy on Materiality of Related Party Transactions and Dealing with Related Party

Transactions has been suitably amended. A copy of the amended Policy is available on the Company’s website at
www.ramaopalpolvtex.com.

There were no materially significant related party transactions which could have potential conflict with the interests of the
Company at large. Members may refer to Note 35 to the financial statement which sets out related party disclosures pursuant
to Ind AS.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 read with Schedule VII thereto, are not applicable to your Company
for the year under review.

30. COST RECORD:

Maintenance of cost records as specified under Section 148(1) of the Companies Act, 2013 is not applicable to your Company.

31. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS
OF EMPLOYEES:

Information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is as under:

A. Ratio of remuneration of each Director to the median remuneration of all the employees of your company for the
financial year 2023-24 is as follows:

(Rs. in Lakhs)

Sr. No.	Name of Directors	Total Remuneration	Ratio of remuneration of director to the Median remuneration
1.	Mr. Sanjay Jatia (Chairman & Managing Director)	12.00	2.22:1
2.	Mrs. Divya Modi (Non-Executive & Non-Independent Director)	0.09 (Sitting Fees)	Not Applicable
3.	Mr. Panna Lal Jyotshi (Non-Executive & Independent Director)	0.15 (Sitting Fees)	Not Applicable
4.	Mr. Arun Kumar Modi (Non-Executive & Independent Director)	0.12 (Sitting Fees)	Not Applicable

Median Remuneration of the Company for all its employees is Rs.5.34 Lakhs for the financial year 2023-24.

#for calculation of Median Remuneration, only those employees have been considered who were there in the Company for
whole year and excluded those employees who had resigned or joined the Company during the year 2023-24.

B. Details of percentage increase in the remuneration of each Director and CFO & Company Secretary in the financial
year 2023-24 are as follows:

(Rs. in Lakhs)

Sr.	Name of Directors	Remuneration		Increase(in %)
No.		2023-24	2022-23
1.	Mr. Sanjay Jatia (Chairman & Managing Director)	12.00	12.00	0.00%
2.	Mrs. Divya Modi (Non-Executive & Non-Independent Director)	0.09 (Sitting Fees)	0.04 (Sitting Fees)	Not Applicable
3.	Mr. Panna Lal Jyotshi (Non-Executive & Independent Director)	0.15 (Sitting Fees)	0.08 (Sitting Fees)	Not Applicable
4.	Mr. Arun Kumar Modi (Non-Executive & Independent Director)	0.12 (Sitting Fees)	0.06 (Sitting Fees)	Not Applicable
5.	Mr. Navalkishor Gadia (Chief Financial Officer)	12.04	12.04	0.00%
6.	Ms. Manorama Yadav (Company Secretary and Compliance Officer)	13.21	10.69	23.57%

C. the percentage is decreased in the median remuneration of employees for the financial year 2023-24 is (1.03)%.

D. the number of permanent/confirmed employees on the rolls of the Company is 7 (Seven) as on March 31, 2024.

E. Comparison of average percentage increase in salary of employees other than key managerial personnel and the
percentage increase in the key managerial remuneration:

(Rs. in Lakhs)

Particulars	2023-24	2022-23	Increase (%)
Average salary of all employees (other than KeyManagerial Personnel)	4.25	4.19	1.43%
Key Managerial Personnel
- Salary of CMD	12.00	12.00	0.00%
- Salary of CFO & CS	25.25	22.73	11.09%

There is no increase in CMD’s remuneration and in other managerial personnel there is increase of 11.09% for the same
financial year.

F. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Board of Directors of the Company affirms that the remuneration is as per the Nomination Remuneration Policy of the
Company.

G. Particulars of employee’s remuneration, as required under Section 197(12) of the Companies Act, 2013, read with
Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules,
2016:

During the year under consideration, none of the employees of the Company were in receipt of remuneration in excess of
limits prescribed section 197(12) of the Companies Act, 2013, read with rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Amendment Rules, 2016. Hence, particulars as required under Section 197(12)
of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Amendment Rules, 2016 are not given.

32. DIRECTORS’ RESPONSIBILITY STATEMENT:

Your Directors state that:

a. in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards had
been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgements 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 March 31,
2024 and of the Loss of the Company for the year ended on that date;

c. the Directors 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;

d. the Directors have prepared the annual accounts on a ‘going concern’ basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and are operating effectively; and

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

33. RISK MANAGEMENT POLICY:

Your Company has devised and implemented a mechanism for Risk management and has developed a Risk Management
Policy. The Policy provides for identification of internal and external risks and implementing risk mitigation steps. The said
Policy is available on the website of the Company www.ramgopalpolvtex.com.

34. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

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

The Company has formed a Committee to redress complaints received regarding sexual harassment. During the year under
review, following are the details of the complaints:

• No. of complaints filed during FY 2023-24 : Nil

• No. of complaints disposed of during FY 2023-24 : NA

• No. of complaints pending as on March 31,2024 : NA

35. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING:

The Company has in place a Code of Conduct for prohibition of Insider Trading, which stipulates the process of trading in the
securities of the Company by the persons having direct or indirect access to the Unpublished Price Sensitive Information(s) of
the Company (UPSIs) including the designated persons. The said code is aimed to regulate, monitor and report the trading in
the securities of the Company by the Insiders as per prevailing law and regulation(s).

The said Code of Conduct is available at the website of the Company www.ramgopalpolytex.com.

36. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards
of integrity and are qualified and respected individuals in their respective fields. It’s an optimum mix of expertise (including
financial expertise), leadership and professionalism.

During the year no Independent Director was appointed/re-appointed.

37. CEO/CFO CERTIFICATION:

As required under Regulation 17(8) of the Listing Regulations, the Managing Director and CFO of the Company have certified
the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended
31st March, 2024. The certificate is given in the Corporate Governance Report which forms a part of this report.

38. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH
THE COMPANY’S CODE OF CONDUCT:

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across
the Company. This Code is reviewed on an annual basis and the latest Code is available on the website of the Company
www.ramgopalpolvtex.com .

Pursuant to the Listing Regulations, a confirmation from the Managing Director regarding compliance with the Code by all the
Directors and senior management of the Company is given in the Corporate Governance Report which forms a part of this
report.

39. CAUTIONARY STATEMENT:

The Annual Report including those which relate to the Directors’ Report, Management Discussion and Analysis Report may
contain certain statements on the Company’s intent expectations or forecasts that appear to be forward-looking within the
meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed
herein. The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect
the Company’s performance could be the demand and supply for Company’s product and services, changes in Government
regulations, tax laws, forex volatility etc.

40. ACKNOWLEDGEMENT:

The Directors take this opportunity to place on record their sincere thanks to all the employees of the Company for their
continuing commitment and dedication. Further, the Directors would also like to express their gratitude for the continued
support of all the stakeholders such as banks, financial institutions, various State and Central Government authorities, customers,
vendors, stock exchanges and last but not the least our valued shareholders, for all their support and trust reposed in the
Company.

By Order of the Board of Directors
For Ramgopal Polytex Limited

Sanjay Jatia

Chairman & Managing Director

Place: Mumbai (DIN: 00913405)

Date: August 07, 2024

Regd. Office:

Greentex Clearing House, B-1,2 & 3,Gosrani Compound,

Rehnal Village, Bhiwandi, Thane - 421302.

CIN: L17110MH1981PLC024145
Tel: [phone] Fax: [phone]
E-mail Id: [email protected]
Website: www.ramgopalpolytex.com

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 33rd Annual Report and the Company''s Audited Accounts for the year ended March 31, 2014.

Financial Results:

The Company''s financial performance, for the year ended March 31, 2014 is summarized below:

(Rs. in Lakhs)

FINANCIAL RESULTS: Year Ended Year Ended March 31, 2014 March 31, 2013

Sales & Other Income 1937.93 2,355.86

Gross Profit 149.23 284.77

Less: Interest 74.41 14.58

Profit before Depreciation & Tax 74.82 270.19

Less: Depreciation 2.84 3.39

Profit before Taxation 71.98 266.80

Taxation (including Deferred Tax) for the Year 14.95 107.62

Profit for the Year 57.03 159.18

Profit Brought Forward from Earlier Years (474.91) (634.09)

Balance Carried Forward to the Balance Sheet (417.88) (474.91)

DIVIDEND:

In view of carried forward losses, your Directors have not recommended any dividend for the year under review.

OPERATIONS AND FUTURE OUTLOOK:

The turnover of the Company has decreased from Rs. 2088.88 Lakhs in the previous year to Rs. 1648.49 Lakhs in the current year. The Company has made a profit of Rs. 57.03 Lakhs during the year as compared to profit of Rs. 159.18 Lakhs in the previous year. The Company''s turnover decreased due to adverse market conditions. Your Company has concentrated on trading activities and is trying to improve the margins. Your Company foresee a better year ahead.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public during the year under review.

DIRECTORS:

In terms of the provisions of Section 152 of the Companies Act, 2013, Mr. Mohanlal Jatia and Mr. Sarwan Kumar Jatia, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Mr. Abhay Mutha was appointed as an Additional Director of the Company with effect from February 1, 2014. He holds office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing u/s 160 of the Companies Act, 2013 from a Member proposing his appointment as Director of the Company. Your Directors recommend his appointment.

Pursuant to the provisions of Section 196, 197, 203 of the Companies Act, 2013 read with Rules made thereunder, the Board has appointed Mr. Sanjay Jatia as the Managing Director w.e.f. August 11, 2014 subject to approval of Members in Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed;

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 of the Company for that year;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate regarding compliance of the conditions of Corporate Governance are annexed to the Directors'' Report.

AUDITORS AND AUDITORS REPORT:

M/s Rungta & Associates, Chartered Accountants, Mumbai (Regn. No. 108888W), the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting. They have submitted a certificate in accordance with the applicable provisions of the Companies Act, 2013, confirming their eligibility and willingness for re-appointment.

The Directors recommend their re-appointment by the Members at the forthcoming Annual General Meeting.

Observations made by the Auditors in their report are self explanatory and need no explanations and may be treated as adequate compliance of Section 217 (3) of the Companies Act, 1956.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism Policy for its Directors and employees to safeguard against victimization of persons who use vigil mechanism and report genuine concerns. The Audit Committee of your Company shall oversee the vigil Mechanism.

PARTICULARS OF EMPLOYEES:

During the year under review, there was no employee covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. Hence, the same is not attached with this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in the annexure forming part of this Report.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks to all the employees of the Company for their continuing commitment and dedication. Further, the Directors would also like to express their gratitude for the continued support of all the stakeholders such as Banks, various State and Central Government authorities, customers, vendors and last but not the least our valued shareholders, for all their support and trust reposed in the Company.

ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Mohanlal Jatia (Chairman)

Place: Mumbai Date: 11th August, 2014

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Mar 31, 2011

The Members of Ramgopal Polytex Limited,

The Directors take pleasure in presenting their 30th Annual Report together with the Audited Account for the year ended 31st March, 2011.

(Rs. in Lakhs)

FINANCIAL RESULTS: Year Ended Year Ended 31st March 31st March 2011 2010

Sales & Other Income 1,080.24 2,583.08

Gross Profit / (Loss) 13.27 68.81

Less: Interest 0.45 5.84

Profit / (Loss) before Depreciation & Tax 12.82 62.97

Depreciation 5.06 7.20

Profit / (Loss) before Taxation 7.76 55.77

Taxation (including Deferred Tax) for the Year 3.96 17.48

Profit / (Loss) for the Year 3.80 38.29

Profit / (Loss) Brought Forward from Earlier Years (669.87) (708.16)

Balance Carried Forward to the Balance Sheet (666.07) (669.87)

DIVIDEND:

In view of Carried forward losses, your Directors have not recommended any dividend for the year under review.

FUTURE OUTLOOK:

The turnover of the Company has decreased from Rs.2,583.08 Lakhs in the previous year to Rs.1,080.24 Lakhs in the Current year. The Company has made a Profit of Rs. 3.80 Lakhs during the year as compared to Rs. 38.29 Lakhs in the previous year. Your Company has concentrated on trading activities and is trying to improve the margins. Your Company foresee a better year ahead.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

1. in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed;

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 of the Company for that year;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the accounts for the financial year ending 31st March, 2011 on a 'going concern' basis.

DIRECTORS:

Mr. Sarwan Lihala and Mr. Ayushya Vardhen Lihala Directors of the Company, retires by rotation and being eligible offers themselves for re-appointment.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchange, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate regarding compliance of the conditions of Corporate Governance are annexed to the Directors' Report.

AUDITORS AND AUDITORS REPORT:

Members are requested to appoint Auditors M/s. Rungta & Associates, Chartered Accountants, Mumbai, who retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re- appointment and to fix their remuneration. The Company has received the necessary certificate under Section 224(1) of the Companies Act, 1956.

Observations made by the Auditors in their report are self explanatory and need no explanation.

PARTICULARS OF EMPLOYEES, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars of the employees as required under Section 217 (2A) of the Companies Act, 1956, are not attached with this report as no employee of the Company comes under the purview of this section.

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant information is given in the Annexure which forms part of this report.

INDUSTRIAL RELATIONS:

The relation between the management and the staff continued to be cordial during the year under review. Your Directors wish to express their appreciation for the co-operation received from the staff of the Company.

ACKNOWLEDGEMENT:

Your Directors place on record their sense of appreciation of the valuable support and co-operation extended by the Government Authorities, Banks and Business Associates.

For and on behalf of Board,

(Mohanlal Jatia) Chairman Place : Mumbai Date : 30th May, 2011

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Mar 31, 2010

The Members of Ramgopal Polytex Limited,

The Directors take pleasure in presenting their 29th Annual Report together with the Audited Account for the year ended 31s1 March, 2010.

(Rs. in Lakhs)

FINANCIAL RESULTS: Year Ended Year Ended 31* March 2010 31 March 2009

Sales & Other Income 2,583.08 2,511.46

Gross Profit/ (Loss) 68.81 (348.29)

Less: Interest 5.84 14.78

Profit/(Loss) before Depreciation & Tax 62.97 (363.07)

Depreciation 7.20 7.70

Profit / (Loss) before Taxation 55.77 (370.77)

Taxation (including Deferred Tax) for the Year 17.48 111.42

Profit / (Loss) for the Year 38.29 (259.35)

Profit/(Loss) Brought Forward from Earlier Years (708.16) (448.81)

Balance Carried Forward to the Balance Sheet (669.87) (708.16)

DIVIDEND:

In view of Carried forward losses, your Directors have not recommended any dividend for the year under review.

FUTURE OUTLOOK:

The turnover of the Company has increased from Rs.2,511.46 Lakhs in the previous year to Rs.2,583.08 Lakhs in the Current year. The Company has made a Profit of Rs. 38.29 Lakhs during the year as compared to loss of Rs. 259.35 Lakhs in the previous year. The Company made profit due to better market conditions. Your Company has concentrated on trading activities and is trying to improve the margins. Your Company foresee a better year ahead.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public during the year under review.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

1. in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed;

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 of the Company for that year;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the accounts for the financial year ending 31st March. 2010 on a ‘going concern' basis.

DIRECTORS:

Mr. Sanjay Jatia and Mr. Mohanlal Jatia Directors of the Company, retires by rotation and being eligible offers themselves for re-appointment.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchange, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate regarding compliance of the conditions of Corporate Governance are annexed to the Directors' Report.

AUDITORS AND AUDITORS REPORT:

Members are requested to appoint Auditors M/s. Rungta & Associates, Chartered Accountants, Mumbai, who retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment and to fix their remuneration. The Company has received the necessary certificate under Section 224(1) of the Companies Act, 1956.

Observations made by the Auditors in their report are self explanatory and need no explanation.

PARTICULARS OF EMPLOYEES, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars of the employees as required under Section 217 (2A) of the Companies Act, 1956, arc not attached with this report as no employee of the Company comes under the purview of this section.

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant information is given in the Annexure which forms part of this report.

INDUSTRIAL RELATIONS:

The relation between the management and the staff continued to be cordial during the year under review. Your Directors wish to express their appreciation for the co-operation received from the staff of the Company.

ACKNOWLEDGEMENT:

Your Directors place on record their sense of appreciation of the valuable support and co-operation extended by the Government Authorities, Financial Institutions, Banks and Business Associates.

For and on behalf of Board,

Sd/-

(Mohanlal Jatia)

Chairman

Place: Mumbai

Date : 29th May, 2010