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Digitally signed by MANORAMA ASHOK YADAV DN: c=IN, o=Personal, pseudonym=xs1trfe5jia78pv9bmnd0y6lwkocg2zh, MANORAMA 2.5.4.20=55aa030088437dd4f0d369139498e67d30e6c3edb 8e957cbc6f8d7e94d4356cd, postalCode=401202, st=Maharashtra, serialNumber=f2df173f66663f3de233c231f11df5614d2942a ASHOK YADAV 8a5b9b4a2b6c40d85a13a287e, cn=MANORAMA ASHOK YADAV Date: 2025.09.05 20:14:55 +05'30'

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Ramgopal Polytex Limited

BOARD OF DIRECTORS:

Mr. Sanjay Jatia Chairman & Managing Director Mrs. Divya Modi Non-Executive Director Mr. Panna Lal Jyotshi Independent Director (Retired w.e.f. August 02, 2025) Mr. Arun Kumar Modi Independent Director Mr. Nishant Tolchand Ranka Independent Director (appointed w.e.f. August 03, 2025)

CHIEF FINANCIAL OFFICER:

Mr. Navalkishor Gadia

COMPANY SECRETARY & COMPLIANCE OFFICER:

Ms. Manorama Yadav (ICSI Membership No.: A36619)

CIN:

L17110MH1981PLC024145

ISIN:

INE410D01017

LISTED AT:

BSE (SCRIP CODE: 514223) CSE (SCRIP CODE: 10028131)

STATUTORY AUDITORS:

Shanker and Kapani, Chartered Accountants (having Firm Registration No. 117761W)

OFFICE:

Registered Office:

Greentex Clearing House, B-1, 2 & 3, Gosrani Compound, Rehnal Village, Bhiwandi, Thane – 421302.

OFFICE: Registered Office: Greentex Clearing House, B-1, 2 & 3,
Gosrani Compound, Rehnal Village, Bhiwandi, Thane – 421302.	Contents	Page No.
Corporate Office:	Notice	02
701, Tulsiani Chambers, Fres Press Journal Marg, Nariman Point, Mumbai - 400021	Directors’ Report	15
Tel No.:022-61396800 E mail id: [email protected]	Management Discussion and Analysis Report 27
Website: www.ramgopalpolytex.com	Corporate Governance Report	31
REGISTRAR AND SHARE TRANSFER AGENT:	Independent Auditors Report Balance Sheet	46 54
Bigshare Services Private Limited	Statement of Profit and Loss	55
Corp. Office: S6-2, 6th floor Pinnacle Business Park,
Next to Ahura Centre, Mahakali Caves Road,	Statement of Changes in Equity	56
Andheri (East) Mumbai – 400093. Tel No.: 022-62638200 Fax No.: 022-62638299	Cash Flow Statement	57
E-mail: [email protected]	Notes on Financial Statements	58
Website: www.bigshareonline.com

Annual Report 2024-25

Ramgopal Polytex Limited

NOTICE

NOTICE is hereby given that the 44th (forty-fourth) Annual General Meeting of the Members of RAMGOPAL POLYTEX LIMITED will be held on Tuesday, September 30, 2025 at 3:30 P.M. IST through video conferencing (‘VC’) / other audio visual means (‘OAVM’) to transact the following business:

ORDINARY BUSINESS:

To receive, consider and adopt the Audited Financial Statements of the Company for the year ended March 31, 2025 together with the Reports of the Board of Directors and the Auditors thereon

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT the Audited Financial Statements of the Company for the year ended March 31, 2025, together with the Reports of the Board of Directors and Auditors thereon, as circulated to the members, be and are hereby received, approved and adopted.”
To appoint a Director in place of Mrs. Divya Modi (DIN: 07158212) who retires by rotation and, being eligible, offers herself for re-appointment

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, and the rules made there under (including any statutory modification(s) & re-enactment(s) thereof), the approval of the members of the Company be and is hereby accorded to the re-appointment of Mrs. Divya Modi (DIN: 07158212), who retires by rotation and being eligible, offers herself for re-appointment.”

SPECIAL BUSINESS:

To consider and appoint M/s. Uma Lodha & Co., a sole proprietorship firm of Practicing Company Secretaries, (Membership No. 5363 & COP No. 2593) as the Secretarial Auditors of the Company:

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, if any, (including any statutory modification(s) or re-enactment thereof, for the time being in force) and on recommendation of Audit Committee and Board of Directors, M/s. Uma Lodha & Co., a sole proprietorship firm, Practicing Company Secretaries (Membership No. 5363 and COP No. 2593), be and are hereby appointed as the Secretarial Auditors of the Company to hold office to carry out secretarial audit of the Company for a period of 5 (five) consecutive years commencing from FY 2025-26 to FY 2029-30 and to avail any other services or reports as may be permissible under the applicable laws.

RESOLVED FURTHER THAT approval of the Company be accorded to the Board of Directors of the Company (including any Committee thereof) or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this Resolution.”

To consider and appoint Mr. Nishant Tolchand Ranka (DIN: 06609705) as an Independent Director (Non-Executive) of the Company:

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT Mr. Nishant Tolchand Ranka (DIN: 06609705) who was appointed as an Additional Director of the Company with effect from August 03, 2025 and who holds office up to the date of this Annual General Meeting under Section 161 of the Companies Act, 2013 (“the Act”) and who is eligible for appointment and in respect of whom the Company has received a notice in writing pursuant to Section 160 of the Act from a Member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company;

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 152 and 161 read with Schedule IV of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Qualifications of Directors) Rules, 2014 (“Rules”), Regulation 17 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other applicable provisions, if any (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and on recommendation of Nomination and Remuneration Committee and Board of Directors in the board meeting held on July 28, 2025, Mr. Nishant Tolchand Ranka (DIN: 06609705) who was appointed as an Additional Director in the capacity of a Non-Executive, Independent Director with effect from August 03, 2025, who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the Listing Regulations, be and is hereby appointed as an Independent Director (Non-Executive) of the Company, not liable to retire by rotation and to hold office for a term of 5 (Five) consecutive years with effect from August 03, 2025 to August 02, 2030.

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RESOLVED FURTHER THAT any Director, Chief Financial Officer and/or the Company Secretary of the Company, be and is hereby authorised severally to do all such acts, deeds, matters and things as may be considered necessary or desirable to give effect to this resolution and matters incidental thereto.”

By Order of the Board of Directors For Ramgopal Polytex Limited

Place: Mumbai

Date: July 28, 2025

Sanjay Jatia Chairman & Managing Director (DIN: 00913405)

Regd. Office:

Greentex Clearing House, B-1, 2 & 3, Gosrani Compound, Rehnal Village, Bhiwandi, Thane – 421302. CIN: L17110MH1981PLC024145, Tel: 22-61396800 E-mail Id: [email protected] Website: www.ramgopalpolytex.com

NOTES:-

1) The Ministry of Corporate Affairs (“MCA”) has vide its General Circular No. 09/2024 dated 19th September 2024 read with General Circular Nos. 14/2020 dated 8th April 2020, 17/2020 dated 13th April 2020 and 20/2020 dated 5th May 2020 (collectively referred to as “MCA Circulars”) and Securities and Exchange Board of India vide its SEBI Circular No. SEBI/HO/CFD/CFDPoD-2/P/CIR/2024/133 dated 3rd October 2024 read with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May 2020 (collectively referred to as “SEBI Circulars”) permitted the holding of an Annual General Meeting (“AGM”) through VC/OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), MCA Circulars and SEBI Circulars, the AGM of the Company is proposed to be held through VC/OAVM. The deemed venue for the AGM shall be the Registered Office of the Company.
2) The Statement, pursuant to Section 102 of the Companies Act, 2013 with respect to Item No. 3 and 4 forms part of this Notice. Additional information, pursuant to Regulations 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings in respect of Directors seeking appointment/re-appointment at the Annual General Meeting is furnished as annexure to the Notice.
3) The Company has engaged the services of Central Depository Services Limited (“CSDL”) as the Agency for providing e-Voting facility (remote e-Voting and voting at AGM) to the shareholders of the Company in order to cast their votes electronically in terms of the aforesaid MCA Circulars.
4) Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars and SEBI Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence, the Proxy Form and Attendance Slip are not annexed to this Notice.
5) Since the AGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.
6) Institutional / Corporate Members are requested to send a scanned copy (PDF / JPEG format) of the Board Resolution authorizing its representatives to attend and vote at the AGM, pursuant to Section 113 of the Act, at [email protected].
7) Participation of members through VC/OAVM will be reckoned for the purpose of quorum for the AGM as per Section 103 of the Companies Act, 2013 (“the Act”).
8) Pursuant to Section 91 of the Companies Act, 2013, the Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, September 24, 2025 to Tuesday, September 30, 2025 (both days inclusive) for the purpose of Annual General Meeting.
9) The Notice, Directors’ Report, Auditors’ Report and Audited Financial Statement as at March 31, 2025 are enclosed.
10) SEBI has vide its Notifications dated 8th June, 2018 and 30th November, 2018 mandated that securities of listed companies can be transferred only in dematerialized form from April 01, 2019. In view of the above and to avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form.

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Ramgopal Polytex Limited

11) The Securities and Exchange Board of India (SEBI) has mandated the submission of the Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participant(s). Members holding shares in physical form are required to submit their PAN details to the Bigshare Services Pvt. Ltd., Registrar and Share Transfer Agents, office at S6-2, 6th floor Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai–400093.
12) In compliance with the MCA Circulars and SEBI Circulars, the Notice of the AGM along with the Annual Report 2024-25 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company, its Registrar & Transfer Agent (“RTA”), or Depository Participants (“DPs”). Members may note that the Notice and the Annual Report 2024-25 will also be available on the Company’s website at www.ramgopalpolytex.com and on the website of BSE Limited at www.bseindia.com. No physical copies of the Notice and Annual Report are being sent to Members who have not registered their e-mail addresses with the Company, RTA, or DPs.

It is however clarified that, all Members of the Company as on the Cut-Off date (including those Members who may not have received this Notice due to non-registration of their email addresses with the Company/ RTA/ Depositories) shall be entitled to vote in relation to the aforementioned resolutions in accordance with the process specified in this Notice.

13) Members whose E-mail ID is not registered and who wish to receive the Notice of the AGM, Annual Report and all other communications by the Company, from time to time may get their E-mail ID registered by submitting Form ISR-1 to Bigshare Services Pvt. Ltd at [email protected] or to the Company at [email protected] However, for the shares held in demat form, Members are requested to write to their respective DPs.
14) Members are requested to:
a) Intimate to Bigshare Services Pvt. Ltd, changes, if any, in their registered/corporate addresses at an early date, in case of Shares held in physical form;
b) Intimate to the respective Depository Participant, changes, if any, in their registered addresses at an early date, in case of Shares held in dematerialized form;
c) Quote their folio numbers/Client ID/DP ID in all correspondence;
d) Consolidate their holdings into one folio in case they hold Shares under multiple folios in the identical order of names; and
e) Register their Permanent Account Number (PAN) with their Depository Participants, in case of shares held in dematerialized form and Bigshare/Company, in case of Shares held in physical form, as directed by SEBI.
15) Non-Resident Indian (“NRI”) Members are requested to inform the Company or its RTA or to the concerned DPs, as the case may be, immediately: -
a) The change in the residential status on return to India for permanent settlement, or
b) The particulars of the NRE/NRO Account with a Bank in India, if not furnished earlier
16) The Company’s equity shares are listed at BSE Limited (BSE) and The Calcutta Stock Exchange Association Limited (CSE) and the Company has paid the Annual Listing Fees to BSE for the Financial Year 2024-2025.
17) Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request/ questions in advance from their registered email address mentioning their name, DP ID and Client ID/ folio number, PAN, mobile number at [email protected] / [email protected] ten (10) days prior to the AGM. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM on first-in-first out basis. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.
18) When a pre-registered speaker is invited to speak at the Meeting but does not respond, the next speaker will be invited to speak. Accordingly, all speakers are requested to get connected to a device with a video/ camera along with good internet speed.
19) In case of joint holders attending the meeting, the joint holder who is higher in the order of name will be entitled to vote at the meeting.
20) Voting rights shall be reckoned on the paid up value of shares registered in the name of the Member/Beneficial Owner as on the cutoff date i.e. Tuesday, September 23, 2025.
21) The Notice of the 44th AGM & the Annual Report for the financial year 2024-25 are also available on the Company’s website www.ramgopalpolytex.com. Relevant documents referred to in the accompanying Notice and the Statement under Section 102 of the Companies Act 2013, are open for inspection by the Members at the Registered Office of the Company during normal business hours (10.00 a.m. to 4.00 p.m.) on all working days except (Saturdays).

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Ramgopal Polytex Limited

22) To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address, loss of share certificates or demise of any Member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified from time to time.
23) a) Pursuant to Regulation 40 of Listing Regulations read with SEBI Master Circular No. SEBI/HO/ MIRSD/POD-1/P/CIR/ 2024/37 dated 7th May 2024 as may be amended from time to time (“Investor Requests Circular”), the Members holding shares in physical mode are requested to update their PAN, address with pin code, email address, mobile number, bank account details, specimen signature and nomination by holders of physical securities (“KYC Details”) with Bigshare Services Private Limited (“RTA”) and/or the Company. Members holding shares in electronic form are requested to furnish details for change/ updation of KYC Details to their respective Depository Participant.
b) In order to update KYC Details, claim bonus shares lying in unclaimed suspense account and/ or process investor requests, the Members are required to submit duly filled and signed relevant forms ISR-1, ISR-2, ISR-4, ISR-5, SH-13/ ISR-3/ SH14, as applicable and as may be amended from time to time (“Forms”) along with required supporting documents as stated therein, if any. The Forms are available on Company’s website link at https://www.ramgopalpolytex.com/investors.html.
c) The Members may submit the duly signed Forms to update their KYC Details through any one of the following modes for submission:
- Through In Person Verification (IPV): by producing the originals to the authorised person of the RTA, who will retain copy(ies) of the document(s) with IPV stamping with date and initials.
- Through Post: by furnishing self-attested photocopy(ies) of the relevant documents.
- Through electronic mode with e-sign: In case your email is already registered with us, you may send the scanned copies of your KYC Details with e-sign only from your registered email ID at our dedicated email-id: [email protected]. Kindly mention the email subject line as ‘KYC Updation – Ramgopal Polytex Limited - Folio No: _____’
d) In addition to aforesaid points, the Members are requested to follow the procedure mentioned in SEBI Master Circular No. SEBI/HO/MIRSD/ POD-1/P/CIR/2024/37 dated 7th May 2024, in case of transmission of shares and issue of duplicate share certificates, respectively.
e) All the requests relating to issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/ splitting of securities certificate; consolidation of securities certificates/ folios; transmission; transposition will be processed upon receipt of relevant documents alongwith requisite Forms upon which RTA will issue Letter of Confirmation to the shareholder/ claimant with a validity of 120 days, basis which the shareholder/ claimant has to dematerialise the shares in order to give effect to the requests. If shareholder/ claimant fails to submit the demat request within the aforesaid period of 120 days from the date of Letter of Confirmation, RTA/ Company shall credit the securities to the suspense escrow demat account of the Company.
24) SEBI vide its Circular dated July 31, 2023 issued guidelines for shareholders to resolve their grievances by way of Online Dispute Resolution (‘ODR’) through a common ODR portal. Shareholders are requested to first take up their grievance, if any, with RTA of the Company at their email address at [email protected]. Alternatively, the investor may also lodge their grievance/compliant/dispute with the Company at [email protected] / [email protected]. If the grievance is not redressed satisfactorily, the shareholder may escalate the same through: i) SCORES Portal in accordance with the SCORES guidelines, and ii) if the shareholder is not satisfied with the outcome, dispute resolution can be initiated through the ODR Portal at https://smartodr.in/login. It may be noted that the dispute resolution through the ODR Portal can be initiated only if such grievance / complaint / dispute is not pending before any arbitral process, court, tribunal or consumer forum or if the same is non-arbitrable under Indian law. The shareholder can directly initiate dispute resolution through the ODR Portal without having to go through SCORES portal, if the grievance/ complaint/dispute lodged with the RTA/Company was not satisfactorily resolved.
25) Pursuant to SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 02, 2025, a special window has been opened for re-lodgement of transfer requests for physical shares that were originally lodged prior to April 01, 2019 and were rejected/returned/not attended to due to deficiencies. This window will remain open from July 07, 2025 to January 06, 2026. During this period, eligible shareholders may re-lodge such shares for transfer. Please note that such transfers will be processed only in dematerialized mode only. Shareholders are encouraged to take advantage of this opportunity and reach out to the Company’s RTA for further assistance.

Annual Report 2024-25

Ramgopal Polytex Limited

Voting through electronic means

Process and manner for members opting for Remote e-voting are as under:

In terms of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company has engaged the services of CDSL to provide the facility of electronic voting (‘e-voting’) in respect of the Resolutions proposed at this AGM.

CDSL e-Voting System – For remote e-voting and e-voting during AGM and Joining Virtual Meeting(s)

As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 02/2021 Dated January 13, 2021, 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM will thus be held through through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e- voting system on the date of the AGM will be provided by CDSL.
The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM and hence the Proxy Form and Attendance Slip are not annexed to this Annual Report. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.
In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.ramgopalpolytex.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.
The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.
In continuation of The Ministry of Corporate Affairs (“MCA”) has vide its Circular No. 14/2020 dated 8th April 2020, Circular No. 17/ 2020 dated 13th April 2020, Circular No. 20/2020 dated 5th May 2020 and Circular No. 10/2022 dated 28th December 2022 (collectively referred to as ‘MCA Circulars’) and SEBI Circular No. SEBI/ HO/ CFD/CMD1/CIR/ P/2020/79 dated 12th May 2020 read with SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 5th January 2023 issued by the Securities and Exchange Board of India (“SEBI Circulars”) permitted the holding of an Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence of the Members, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circulars.
A. THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:
Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
i) The voting period begins on Saturday, September 27, 2025 (9:00 a.m. IST) and ends on Monday, September 29, 2025 (5:00 p.m. IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized

Annual Report 2024-25

Ramgopal Polytex Limited

form, as on the cut-off date (record date) of Tuesday, September 23, 2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the Meeting.
iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e- voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in de-mat mode.

iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in Demat mode with CDSL Depository	1) 2) 3) 4)	Users of who have opted for CDSL’s Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URLs for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.comand click on Login icon and select New System Myeasi (Token) tab. After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-voting page of the e-voting service provider for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-voting Service Providers so that the user can visit the e-voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi New (Token) tab and then click on registration option. Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN No. from a e-voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directlyaccess the system of all e-votingService Providers.
Individual Shareholders holding securities in demat mode with NSDL Depository	1)	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e- Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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Ramgopal Polytex Limited

Type of shareholders	Login Method	Login Method
	2) 3) 4)	If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https:/ /eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e- Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/ evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/ mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on Company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joiningvirtual meeting& votingduringthe meeting.
Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider’s website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

through Depository i.e. CDSL and NSDL
Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any sending a request at no.: 1800 21 09911	technical issue in login can contact CDSL helpdesk by [email protected] contact at toll free
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 022 - 4886 7000 and 022 - 2499 7000

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

v) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in demat form & physical shareholders
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

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Ramgopal Polytex Limited

4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e- voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:

If you are a first-time user follow the steps given below:	If you are a first-time user follow the steps given below:
For Physical shareholders and other than individual shareholders holdingshares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

vi) After entering these details appropriately, click on “SUBMIT” tab.
vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
ix) Click on the EVSN of “Ramgopal Polytex Limited” on which you choose to vote.
x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

xvii) Additional Facility for Non – Individual Shareholders and Custodians – Remote Voting only

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

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Ramgopal Polytex Limited

Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM/EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.
The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.
Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.
Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 10 (Ten) days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 10 (Ten) days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. These queries will be replied to by the company suitably by email.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/ DEPOSITORIES.

For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to RTA email id at [email protected]/[email protected]
For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).
For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-voting from the CDSL e-voting system, you can write an email to [email protected] or contact at toll free no. 1800 21 09911.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager (CDSL), Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on toll free no. 1800 21 09911.

B. The voting rights of the members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of Tuesday, September 23, 2025.
C. Ms. Uma Lodha, Proprietor of M/s. Uma Lodha & Co., Practicing Company Secretary (Membership No. 5363, COP No. 2593), has been appointed as Scrutinizer for scrutinizing the remote e-voting procedure in a fair and transparent manner.

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Ramgopal Polytex Limited

D. The scrutinizer after scrutinizing the votes cast at the meeting held through VC/OAVM facility and through remote e-voting will, not later than 2 working days of conclusion of the meeting make a consolidated Scrutinizer’s Report and submit the same to the Chairman or any other person authorised by him in writing, who shall countersign the same.
E. The result declared along with the scrutinizer’s report shall be placed on the Company’s website and on the website of CDSL within 48 hours of passing of the resolutions at the Annual General Meeting of the Company and communicated to the Stock Exchanges, where the shares of the Company are listed.

By Order of the Board of Directors For Ramgopal Polytex Limited

Place: Mumbai Date: July 28, 2025

Sanjay Jatia Chairman & Managing Director (DIN: 00913405)

Regd. Office:

DETAILS IN TERMS OF REGULATION 36 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 IN RESPECT OF THE SPECIAL BUSINESS TO BE TRANSACTED AT THE MEETING:

Item No. 3

To consider and appoint M/s. Uma Lodha & Co., a sole proprietorship firm of Practicing Company Secretaries, (Membership No. 5363 & COP No. 2593) as the Secretarial Auditors of the Company:

The Board of Directors of the Company at their Meeting held on May 22, 2025, on recommendation of the Audit Committee, have recommended to the Members of the Company for appointment of CS Uma Lodha, proprietor of Uma Lodha & Co., Practicing Company Secretaries (Membership No. 5363 and COP No. 2593) as the Secretarial Auditors of the Company for a term of five consecutive years from FY 2025-26 to FY 2029-30 and accordingly, the proposed remuneration to be paid to M/s. Uma Lodha & Co., for FY 2025-26 will be Rs.81,500/- exclusive of applicable taxes and out of pocket expense, if any.

The Board of Directors in consultation with the Audit Committee during the tenure of Secretarial Auditors, may alter or vary the terms and conditions of appointment, including remuneration, in such manner and to such extent as may be mutually agreed with the Secretarial Auditors for the balance part of tenure of Secretarial Auditors.

Besides the audit services, the Company would also obtain certifications which are to be received from the Secretarial Auditors/ Practicing Company Secretaries under various statutory regulations from time to time, for which the said auditors will be remunerated separately on mutually agreed terms. After evaluating all proposals and considering various factors such as independence, industry experience, technical skills, audit team, etc., M/s. Uma Lodha & Co., have been recommended to be appointed as the Secretarial Auditor of the Company.

M/s. Uma Lodha & Co., is a peer reviewed Practicing Company Secretaries, with vast experience in regulatory compliances related to company law, securities laws, insolvency, FEMA, and other corporate legal matters. There are no material changes. The proposed fees commensurate with the size of the Company, audit coverage and scope of work. CS Uma Lodha sole proprietor of M/s Uma Lodha & Co., leading Practicing Company Secretary holds a distinguished track record extending over 28 plus years of experience, with the team being led by a senior professional of considerable repute, possessing extensive experience in providing services to both listed and unlisted clients. The Audit Committee and the Board considered the past audit experience of the particularly in auditing large companies, valuated various factors, including the CS Uma Lodha’s capability to handle a diverse and complex business environment, her existing experience in the various business segments, the clientele it serves, and her technical expertise.

M/s. Uma Lodha & Co., have given their consent to act as Secretarial Auditors of the Company and confirmed that the said appointment, if made, will be within the prescribed limits by the Institute of Company Secretaries of India. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Company Secretaries Act & Rules/ Regulations. No order has been passed by ICSI/ SEBI/ MCA/ any other competent authority/ Court, both in India or outside India, in past 5 years against the proposed Secretarial Auditor.

None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or

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Ramgopal Polytex Limited

otherwise, in the resolution set out at Item No. 3. Accordingly, the Board of Directors recommends the resolution for approval of the Members of the Company as an Ordinary Resolution.

Item No. 4

To consider and appoint Mr. Nishant Tolchand Ranka (DIN: 06609705) as Non-Executive Independent Director of the Company:

Pursuant to Section 161 of the Companies Act, 2013 (“Act”) and on the recommendation of the Nomination & Remuneration Committee (“NRC Committee”), the Board of Directors at its Meeting held on July 28, 2025, appointed Mr. Nishant Tolchand Ranka (DIN: 06609705) as an Additional Director in the capacity of Non-Executive Independent Director of the Company for a term of 5 (five) consecutive years with effect from August 03, 2025 to August 02, 2030, subject to the approval of the Members.

The Company has received the consent letter, declaration of independence and other disclosures under various statutes from Mr. Nishant Tolchand Ranka (DIN: 06609705). In addition, he has also submitted a declaration that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (“IICA). He is not required to pass the online proficiency self-assessment test pursuant to Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Brief Profile of Mr. Nishant Tolchand Ranka:

Mr. Nishant Tolchand Ranka, aged about 44 years, has completed his B.Com and is a qualified Chartered Accountant from the Institute of Chartered Accountants of India, bringing with him over 20 years of rich experience.

He qualified as a Chartered Accountant in November 2004 and joined as a Designated Partner at Bagaria and Co LLP, Chartered Accountants (formerly known as Bagaria & Co). An acclaimed professional with more than two decades of experience in diverse fields, he later established his own practice under the name N. T. Ranka and Company.

Mr. Ranka excels in handling assurance and direct tax litigation assignments. He specializes in financial and business advisory services, enabling companies to accelerate their growth. He has also been appointed as an Independent Director and has served on the boards of both listed and unlisted public companies.

The NRC Committee, considering the skills, expertise and competencies required as an independent director for the Company’s business and future plans, concluded and recommended to the Board of Directors that Mr. Nishant Tolchand Ranka’s qualifications and rich experience would be ideally suitable and he would add immense value as a Non-Executive Independent Director of the Company.

In the opinion of the Board, Mr. Nishant Tolchand Ranka fulfils the conditions specified in the Act, Rules thereunder and the Listing Regulations for appointment as Non-Executive, Independent Director and is independent of management of the Company. Mr. Nishant Tolchand Ranka has confirmed that he is not aware of any circumstances or situation which exists or may reasonably be anticipated that could impair or impact his ability to discharge his duties as a Non-Executive Independent Director of the Company.

The consent letter, notice received from a Member proposing candidature under Section 160(1) of the Act and draft letter of appointment setting out terms and conditions of the appointment of Independent Directors and other relevant disclosures are uploaded on the website of the Company at www.ramgopalpolytex.com from the date of dispatch of this Notice upto the date of declaration of the results of AGM.

Disclosures as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India are annexed to this Notice.

The Board of Directors recommends the resolution for approval of the Members of the Company as a Special Resolution.

Save and except, Mr. Nishant Tolchand Ranka and his relatives, to the extent of their shareholding interest, if any, in the Company, none of the other Directors/ Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice.

By Order of the Board of Directors For Ramgopal Polytex Limited

Place: Mumbai Date: July 28, 2025

Sanjay Jatia Chairman & Managing Director (DIN: 00913405)

Regd. Office:

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Ramgopal Polytex Limited

ANNEXURE TO NOTICE

Additional Information of Director recommended for Appointment/ Re-appointment in terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2):

Name of the Director	Mr. Nishant Tolchand Ranka	Mrs. Divya Modi
DIN Number	06609705	07158212
Date of Birth / Age	16-09-1980 (44 Years)	17-01-1984 (41 Years)
Nationality	Indian	Indian
Date of first appointment on the Board	August 03, 2025	Original date of appointment: 15-04-2015 Date of appointment at current designation: 15-04-2015
Appointment / Re- appointment	Appointment	Re-appointment
Qualification	B.Com and is a qualified Chartered Accountant from the Institute of Chartered Accountants of India	M.Com
Brief Resume and Expertise in specific functional areas	Mr. Nishant Tolchand Ranka, aged about 44 years, has completed his B.Com and is a qualified Chartered Accountant from the Institute of Chartered Accountants of India, bringing with him over 20 years of rich experience. He qualified as a Chartered Accountant in November 2004 and joined as a Designated Partner at Bagaria and Co LLP, Chartered Accountants (formerly known as Bagaria & Co). An acclaimed professional with more than two decades of experience in diverse fields, he later established his own practice under the name N. T. Ranka and Company. Mr. Ranka excels in handling assurance and direct tax litigation assignments. He specializes in financial and business advisory services, enabling companies to accelerate their growth. He has also been appointed as an Independent Director and has served on the boards of both listed and unlistedpublic companies.	Mrs. Divya Modi holds a Master of Commerce degree and has experience in Business Administration. Her expertise lies in Operations, Administration & Execution.
Number of Meetings of the Board attended during the year	Not Applicable	During the year, Mrs. Divya Modi attended Five (05) out of Five (05) Board Meetings held. Details provided in the Corporate Governance Report.
Details of remuneration last drawn (FY 24-25)	Not Applicable	Mrs. Divya Modi being a Non-Executive Director is paid only Sitting Fees. Details regarding payment of Sitting Fees are provided in the Corporate Governance Report forming part of the Directors’ Report.
Directorship held in other companies (including listed entities)	a. Listed Companies: • Finkurve Financial Services Limited (Director) b. Public Companies and Private Limited Companies: • Ideal Fiscal Services Ltd (Director) • Augmont Enterprises Limited (Director) • Augmont Goldtech Private Limited (Director)	Nil
Chairman / Member of committees of other Companies	Finkurve Financial Services Limited - Audit Committee (Chairman) - Stakeholders’ Relationship Committee (Member) - Nomination and Remuneration Committee (Chairman) - Risk Management Committee (Member) - Corporate Social Responsibility Committee (Member) - Finance Committee (Member)	Nil

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Ramgopal Polytex Limited

No. of shares held in the Company	Nil	Nil
Listed entities from which the person has resigned in the past 3years	Not Applicable	Not Applicable
Disclosure of relationship between Directors, Manager and Key Managerial Personnel inter-se	There is no inter-se relationship between Mr. Nishant Tolchand Ranka, other Members of the Board and Key Managerial Personnel of the Company.	There is no inter-se relationship between Mrs. Divya Modi, other Members of the Board and Key Managerial Personnel of the Company
Disclosure of relationship with promoter of the Company	None	None
Terms and Conditions of Appointment/Re- appointment	Date of appointment: August 03, 2025. Terms of appointment: Term of 5 (five) consecutive years commencing from August 03, 2025 till August 02, 2030 (both days inclusive) Not liable to retire by rotation and subject to the approval of the Shareholders of the Company.	The appointment being made is not applicable to a director who is liable to retire by rotation as per the Companies Act, 2013.
Remuneration sought to be paid	He is entitled for receiving sitting fees and commission, as may be declared.	Mrs. Divya Modi being a Non-Executive Director is paid only Sitting Fees. Details regarding payment of Sitting Fees are provided in the Corporate Governance Report forming part of the Directors’ Report.
Justification for choosing the appointees for appointment as Independent Directors	Details are provided in the Corporate Governance Report forming part of the Directors’ Report.	Not Applicable.

Further, in terms of the Circular dated June 20, 2018 issued by BSE Limited (No. LIST/COMP/14/2018-19), we hereby inform that as per declaration submitted to the Company by Mr. Nishant Tolchand Ranka, he has not been debarred from holding the office of Director by virtue of any SEBI order or any other such authority.

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Ramgopal Polytex Limited

DIRECTORS’ REPORT

Dear Members,

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:

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

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Ramgopal Polytex Limited

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.

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Ramgopal Polytex Limited

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.ramgopalpolytex.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.

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Ramgopal Polytex Limited

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.ramgopalpolytex.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 theperson	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

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. SanjayJatia	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.

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Ramgopal Polytex Limited

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. SanjayJatia	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.ramgopalpolytex.com

Annual Report 2024-25

Ramgopal Polytex Limited

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. 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:

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Ramgopal Polytex Limited

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)

			(Rs. in Lakhs)
Sr. No.	Name of Directors	Total Remuneration	Ratio of remuneration of director to the Median remuneration
1.	Mr. Sanjay Jatia (Chairman & ManagingDirector)	12.00	1.98:1
2.	Mrs. Divya Modi (Non-Executive & Non-Independent Director)	0.30 (SittingFees)	Not Applicable
3.	Mr. Panna Lal Jyotshi (Non-Executive & Independent Director)	0.40 (SittingFees)	Not Applicable
4.	Mr. Arun Kumar Modi (Non-Executive & Independent Director)	0.28 (Sitting Fees)	Not Applicable

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.

B. 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)

				(Rs. in Lakhs)
Sr. No.	Name of Directors	Remuneration		Increase(in %)
		2024-25	2023-24
1.	Mr. Sanjay Jatia (Chairman & ManagingDirector)	12.00	12.00	0.00%
2.	Mrs. Divya Modi (Non-Executive & Non-Independent Director)	0.30 (SittingFees)	0.09 (SittingFees)	Not Applicable
3.	Mr. Panna Lal Jyotshi (Non-Executive & Independent Director)	0.40 (SittingFees)	0.15 (SittingFees)	Not Applicable
4.	Mr. Arun Kumar Modi (Non-Executive & Independent Director)	0.28 (SittingFees)	0.12 (SittingFees)	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. the percentage is increased in the median remuneration of employees for the financial year 2024-25 is 13.67%.
D. the number of permanent/confirmed employees (including MD) on the rolls of the Company is 6 (Six) as on March 31, 2025
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)

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%
KeyManagerial Personnel
- Salaryof 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.

Annual Report 2024-25

Ramgopal Polytex Limited

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.ramgopalpolytex.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

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.

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Ramgopal Polytex Limited

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.ramgopalpolytex.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.

By Order of the Board of Directors For Ramgopal Polytex Limited

Place: Mumbai Date: July 28, 2025

Sanjay Jatia Chairman & Managing Director (DIN: 00913405)

Regd. Office:

Greentex Clearing House, B-1, 2 & 3,Gosrani Compound, Rehnal Village, Bhiwandi, Thane – 421302. CIN: L17110MH1981PLC024145, Tel: 22-61396800 E-mail Id: [email protected] Website: www.ramgopalpolytex.com

Annual Report 2024-25

Ramgopal Polytex Limited

“ANNEXURE-I” TO THE DIRECTORS’ REPORT

Disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under the Companies (Accounts) Rules, 2014.

(A) CONSERVATION OF ENERGY

During the year under review, your Company has not carried out any manufacturing activities. Therefore, this clause is not applicable to your Company.

(B) TECHNOLOGY ABSORPTION

Since, there is no manufacturing activity; the clause is not applicable to your Company.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign exchange outgo - NIL

Foreign exchange inflow – NIL

By Order of the Board of Directors For Ramgopal Polytex Limited

Place: Mumbai

Date: July 28, 2025

Sanjay Jatia Chairman & Managing Director (DIN: 00913405)

Regd. Office:

Greentex Clearing House, B-1, 2 & 3,Gosrani Compound, Rehnal Village, Bhiwandi, Thane – 421302. CIN: L17110MH1981PLC024145, Tel: 22-61396800 E-mail Id: [email protected] Website: www.ramgopalpolytex.com

“ANNEXURE-II” TO THE DIRECTORS’ REPORT

Form MR-3

SECRETARIAL AUDIT REPORT

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

FOR THE FINANCIAL YEAR ENDED 31[ST] MARCH 2025

To The Members of RAMGOPAL POLYTEX LIMITED

We have conducted the Secretarial Audit of the compliance of applicable statutory provision and the adherence to good corporate practices by M/s. RAMGOPAL POLYTEX LIMITED (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me with a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing our opinion thereon.

Based on our verification of books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended 31[st] March, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliancemechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minutes books, forms and returns filed and other records maintained by M/s. RAMGOPAL POLYTEX LIMITED for the financial year ended 31[st] March 2025 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder.

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Ramgopal Polytex Limited

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder.
(iii) The Depositories Act, 1996 and the Regulations any Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act)
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 [Not Applicable as the Company has not issued any further share capital during the period under review];
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021 [Not applicable during the period under review];
(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; [Not Applicable as the Company has not issued and listed any debt securities during the financial year under review];
(f) The Securities and Exchange Board of India (Registrars to issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; [Not applicable during the period under review]; and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; [Not applicable during the period under review]
(i) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018.
(vi) There are no sector specific laws specifically applicable to the Company except the following:
The Employees State Insurance Act, 1948 and rules made there under.
The Employees Provident Fund and Miscellaneous Provisions Act, 1952.
The Payment of Bonus Act, 1965 and rules made there under.
The Payment of Gratuity Act, 1972 and rules made there under.
Acts as prescribed under Direct tax and indirect tax.
The Maternity Benefit Act, 1961.
Acts as prescribed under the Shops and Establishment Act of various local authorities.

We have also examined the compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India.
(ii) The Listing Agreement entered into by the Company with Bombay Stock Exchange Limited, and The Calcutta Stock Exchange Association Limited.
(iii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments made thereunder. ( Listing Regulations’).

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that,

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Woman Director and Independent Directors. There was no change in the composition of the Board of Directors during the period under review.

Adequate notice is given to all Directors to schedule the Board Meetings and committee meetings, agenda and detailed notes on agenda were sent at least seven days in advance (except few meetings were convened at a shorter notice for which necessary approvals obtained as per applicable provisions), and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried and recorded in the minutes. During the year under review as there were no dissenting views of members, recording of the same in the in the minute(s) is not applicable.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Annual Report 2024-25

Ramgopal Polytex Limited

We further report that during the audit period, there were no major events which had bearing on the Company s affairs in pursuance of the above referred laws, rules, regulations, guidelines etc.

For Uma Lodha & Co.

Place: Mumbai Date: 22/05/2025

Uma Lodha Proprietor FCS No.: 5363 C.P. No.: 2593 UDIN: F005363G000399515 Peer Review Certificate No. 6629/2025

Note: This report is to be read with our letter of even date which is annexed as ANNEXURE A(i) and forms an integral part of this report.

ANNEXURE A(i)

To The Members of RAMGOPAL POLYTEX LIMITED

Our report of even date is to be read along with this letter.

Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on a test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Uma Lodha & Co.

Place: Mumbai Date: 22/05/2025

Uma Lodha Proprietor FCS No.: 5363 C.P. No.: 2593 UDIN: F005363G000399515 Peer Review Certificate No. 6629/2025

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Ramgopal Polytex Limited

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business of the Company as applicable and to the extent relevant is given below:

The statements in the “Management Discussion and Analysis Report” describe the Company’s objectives, projections, expectations, estimates or forecasts which may be “forward-looking statements” within the meaning of the applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied therein due to risks and uncertainties. Important factors that could influence the Company’s operations, inter alia , include global and domestic demand and supply conditions affecting selling prices of goods, availability and prices, changes in government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.

GLOBAL ECONOMY OVERVIEW:

According to the World Economic Outlook (WEO) outlook by the International Monetary Fund (IMF) published in January 2025, Global growth is projected at 3.3 percent both in 2025 and 2026, below the historical (2000–19) average of 3.7 percent. The forecast for 2025 is broadly unchanged from that in the October 2024 World Economic Outlook (WEO), primarily on account of an upward revision in the United States offsetting downward revisions in other major economies. Global headline inflation is expected to decline to 4.2 percent in 2025 and to 3.5 percent in 2026, converging back to target earlier in advanced economies than in emerging market and developing economies.

Medium-term risks to the baseline are tilted to the downside, while the near-term outlook is characterized by divergent risks. Upside risks could lift already-robust growth in the United States in the short run, whereas risks in other countries are on the downside amid elevated policy uncertainty. Policy-generated disruptions to the ongoing disinflation process could interrupt the pivot to easing monetary policy, with implications for fiscal sustainability and financial stability. Managing these risks requires a keen policy focus on balancing trade-offs between inflation and real activity, rebuilding buffers, and lifting medium-term growth prospects through stepped-up structural reforms as well as stronger multilateral rules and cooperation.

INDIAN ECONOMY OVERVIEW:

India, a South Asian nation, is the seventh-largest country by area, the second-most populous country with over 1.38 billion people, and the most populous democracy in the world. India boasts of an immensely rich cultural heritage including numerous languages, traditions, and people.

The country is attracting many global majors for strategic investments owing to the presence of vast range of industries, investment avenues and a supportive Government. Huge population, mostly comprising the youth, is a strong driver for demand and an ample source of manpower.

India has emerged as the fastest-growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships.

Domestic economic activity is on a recovery path and is expected to remain resilient backed by consumption demand. It needs to be recognized that India’s forte is its high growth potential and robust macroeconomic fundamentals. Government’s push for consumption and capex, resilient services sector, robust outlook of agricultural sector aided by strong corporate and bank balance sheets provide impetus to the growth momentum, going forward.

The measures announced in the Union Budget 2025-26 augur well for improving domestic consumption. Moreover, the adherence to fiscal consolidation and debt path without compromising on the quality of expenditure will help in improving sovereign ratings, attracting capital inflows, easing financial conditions, and improving overall sentiment and outlook. Well-coordinated fiscal and monetary policy working in tandem could undoubtedly generate improved outcomes in terms of better growth inflation balance.

The recent tariff announcements by US administration have heightened policy uncertainty posing new headwinds for global growth and inflation. While India cannot remain immune to these developments, the progress achieved on the disinflation front gives headroom to monetary policy to focus on balancing the growth-inflation outcome.

INDUSTRY STRUCTURE AND DEVELOPMENT:

During the financial year ended March 31, 2025, your Company was mainly engaged into the wholesale trading of commodities such as yarn and polymer etc.

Polymer

Strong growth trajectory: India is among the fastest-growing polymer markets in the world, with consumption expected to rise at a CAGR of around 7–8% over the next decade, significantly outpacing global averages. Demand is being driven by rapid urbanization, expansion of packaging, infrastructure development, automotive lightweighting, and rising disposable incomes. India’s polymer consumption is projected to nearly double by 2035, supported by government initiatives such as PLI schemes, petrochemical capacity expansions, and a focus on Make in India and circular economy regulations.

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Ramgopal Polytex Limited

Yarn

The demand for spandex yarn is expected to remain strong, driven by the global athleisure and active-wear boom, with rising adoption of yoga wear, gym wear, swimwear, and compression garments supporting a steady growth of around 6–8% CAGR. At the same time, stretch fabrics are increasingly becoming a standard across denim, formal wear, lingerie, and casual wear, thereby expanding the application base beyond sportswear. Additionally, the growing use of spandex in medical textiles such as orthopedic supports, bandages, and compression stockings provides a stable healthcare-driven demand, further strengthening the long-term outlook.

STRENGTH, WEAKNESS, OPPORTUNITIES AND THREATS:

Strengths:

Diverse Product Portfolio: The Company’s involvement in both yarn and polymer markets offers diversification, reducing dependency on a single product line.
Established Market Presence: A strong reputation and established relationships with suppliers and customers in the industry can lead to steady demand.

Weaknesses:

Price Sensitivity: Both yarn and polymer markets are highly sensitive to fluctuations in prices, which can impact profit margins.
Thin trading margins: susceptible to rapid commodity price moves and inventory mark-to-market.

Opportunities:

The Company is in the business of trading in commodities for last three decades, which has made it a well-known business house in the market in which the Company trades.

Threats:

Price Sensitivity: Both yarn and polymer markets are highly sensitive to fluctuations in prices, which can impact profit margins.
Intense Competition: Competition from both domestic and international players may lead to price wars, reducing margins.
Economic Uncertainty: Global economic slowdowns or recessions could decrease demand for both yarn and polymer products.
Regulatory Changes: Any changes in environmental or trade regulations could impose additional costs or restrict market access.
Government Policies: The Company’s business also has a threat of sudden change in government policies like policies relating to import of certain products, change in customs duty structure, change in GST rates, etc. The Company monitors the changes in government policies on day-to-day basis and forms appropriate strategies to mitigate the impact on the Company while ensuring adequate compliances.

SEGMENT/PRODUCT-WISE PERFORMANCE:

The Company’s current business activity has only one primary reportable segment, namely trading in Commodities such as yarn, polymer, etc.

OUTLOOK:

Your Directors are confident that growing consumption of yarn and polymers is expected to drive healthy trading volumes in the coming years and further by diversifying its product portfolio, strengthening supplier–customer relationships, and exercising disciplined risk management, your Company is well positioned to capture emerging opportunities while mitigating market volatility.

RISK AND CONCERNS:

Business risk evaluation is an ongoing process within the Company. The assessment is periodically examined by the Board. 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.ramgopalpolytex.com.

Yarn and Polymer Industry has certain specific set of risk characteristics, which needs to be carefully evaluated and mitigated. In order to effectively manage the same, the Company has evolved proactive Risk Management System, which is adhered to. The risk management covers the entire process from competitors’ activities, new entrants etc.

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Ramgopal Polytex Limited

This section lists forward-looking statements that involve risks and uncertainties.

Our revenues and expenses are difficult to predict and can vary significantly from period to period.
We may not be able to sustain our profit margins or levels of profitability.
The economic environment, pricing pressures etc. can negatively impact our revenues and operating results.
Currency fluctuations may affect the results or our operations.
Intense competition in the market can affect our pricing.
Changes in the policies of Government or political instability could impede liberalization of the Indian Economy and adversely affect economic conditions in India generally, which could impact our business and prospects.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an ideal internal control system in every area of its operations. The internal control system is commensurate with the size and nature of its business. Further, the Company has appointed M/s. Ravi Seth & Co. as “Internal Auditors” to ensure effectiveness of internal control system. The Company mitigate the lapses in internal control system, if the same are observed by the Internal Auditors.

FINANCIAL AND OPERATIONAL PERFORMANCE:

Financial Results and performance for the year are elaborated in the Director’s Report.

HUMAN RESOURCES AND INDUSTRIAL RELATION:

The Company’s philosophy is to establish and build a high performing organization, where each individual is motivated to perform to the fullest capacity: to contribute to developing and achieving individual excellence and departmental objectives and continuously improve performance to realize the full potential of our personnel. Industrial relations are cordial and satisfactory.

The employee strength as on March 31, 2025 was 6 (Six).

The Key Financial Ratios of the Company are given as below:

Sr. No.	Particulars	2024-25	2023-24
i.	Debtors Turnover ratio(Times)	3.16	10.26
ii.	InventoryTurnover(Times)	7.61	8.09
iii.	Interest coverage ratio	-	(10.56)
iv.	Current ratio	28.72	33.05
v.	Debt equityratio	-	-
vi.	Operatingmargin ratio%	(12.39)%	(13.84)%
vii.	Net Profit Margin	(12.50)%	(15.16)%

Explanations for variation of 25% or more in Key Financial Ratios:

Debtors Turnover ratio improved due to decrease in trade receivable.
Interest coverage ratio not applicable for the year as there were no loans during the year.

RETURN ON NET WORTH:

RETURN ON NET WORTH:
Particulars	2024-25	2023-24
Return on net worth (%)	(1.65)%	(14.50)%

Reason for significant change: Return on equity improved as there is decrease in the losses in the current year.

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Ramgopal Polytex Limited

CAUTIONARY STATEMENT:

Some of the statement contained within this Report may be “forward looking” in nature and may involve risks and uncertainties. The statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The Company’s actual results, performance or achievements could thus differ materially from those projected in any such forward-looking statements.

The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements, on the basis of any subsequent developments, information or events.

By Order of the Board of Directors For Ramgopal Polytex Limited

Place: Mumbai Date: July 28, 2025

Sanjay Jatia Chairman & Managing Director (DIN: 00913405)

Regd. Office:

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Ramgopal Polytex Limited

“ANNEXURE-III” TO THE DIRECTORS’ REPORT

REPORT ON CORPORATE GOVERNANCE

The Directors present the Company’s Report on Corporate Governance for the year ended March 31, 2025.

I. COMPANY’S PHILOSOPHY:

Ramgopal Polytex Limited believes in adopting the best practices in the area of Corporate Governance and follows the principles of fair representation, full disclosure, accountability and responsibility in all its dealings and communications with the ultimate objective of realizing and enhancing shareholder’s values and protecting the rights and interests of all its stakeholders.

II. BOARD OF DIRECTORS:

a) Composition of Board & Category of Directors as on March 31, 2025:

The composition of the Board is in conformity with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and Section 149 of the Companies Act, 2013 (the ‘Act’).

The composition of the Board of Directors comprises an optimum combination of Executive, Non-Executive, and Independent Directors. The Company’s Board consists of 4 (Four) Directors out of them 2 (Two) are Independent Directors; 1 (one) is Non-Executive and Non-Independent Director and 1 (One) is Chairman and Managing Director (Executive) of the Company.

Details of the Composition of Board of Directors are as follows:

Sr. No.	Name of Director	Executive/Non-Executive/ Independent/Chairman/ Promoter	Shares held	Shares held
			No. of shares held	% of total shares of the Company
1.	Mr. SanjayJatia	Executive, Chairman and Promoter	61,800	0.43%
2.	Mrs. Divya Modi	Non-Executive	0	0.00%
3.	Mr. Panna Lal Jyotshi	Non-Executive and Independent	0	0.00%
4.	Mr. Arun Kumar Modi	Non-Executive and Independent	0	0.00%

Notes: None of the Directors are Inter-se related to each other’s.

b) Attendance of each Director at the Board Meeting and the last Annual General Meeting (“AGM”):

The meetings of the Board of Directors are held at least once in each quarter, scheduled well in advance and generally held at the Company’s corporate office in Mumbai. During the Financial Year 2024-25, Five (05) board meetings were held. The board meetings were held on May 29, 2024; August 07, 2024; August 22, 2024; November 11, 2024; and February 10, 2025. Further, the AGM of the Company was held on Monday, September 30, 2024 at 2:00 P.M. IST through video conferencing (‘VC’) / other audio visual means (‘OAVM’).

Details of the Attendance of each Director at the Board Meeting and the last AGM are as follow:

Sr. No.	Name of Directors	Attendance details	Attendance details	Attendance details
		Board Meeting		Last AGM
		Held	Attended
1.	Mr. SanjayJatia	5	5	Yes
2.	Mrs. Divya Modi	5	5	Yes
3.	Mr. Panna Lal Jyotshi	5	5	Yes
4.	Mr. Arun Kumar Modi	5	5	Yes

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Ramgopal Polytex Limited

c) The Details of Directorship(s) and Chairmanship(s) / Membership(s) of Committees of each Director in various Companies:

Sr. No.	Name of Director	No. of Directorship Held in Indian Public Ltd. Companies (*)	Committee Positions Held(#)	Committee Positions Held(#)	Directorship in other Listed Companies ($)
			Chairman	Member
1.	Mr. SanjayJatia	3	0	2	0
2.	Mrs. Divya Modi	1	1	0	0
3.	Mr. Panna Lal Jyotshi	1	1	1	0
4.	Mr. Arun Kumar Modi	2	0	1	0

Notes: (*) Excludes directorship in private companies, foreign companies

(#) Only two committees, namely, Audit Committee and Stakeholders Relationship Committee have been considered as per Regulation 26 of Listing Regulations.

($)None of the above mentioned Directors are the Director(s) in other listed Companies.

All the Directors have informed the Company periodically about their Directorship and Membership on the Board/ Committees of the Board of other companies.

As per the disclosures received, none of the Directors of the Company are directors in more than 20 companies including 10 public limited companies or act as a director in more than 7 listed companies (including independent directorship) or act as an independent director in more than 3 listed companies in cases where he/she is serving as whole time director or managing director in any listed company. Further, none of the Directors hold membership in more than 10 committees or act as the chairman in more than 5 committees across all public limited companies and listed companies in which he/she is a director. As per Regulation 26 of Listing Regulations, Audit Committee and Stakeholders’ Relationship Committee have been considered for committee membership and chairmanship.

Details of Directorships held by Directors in other listed entities and category of such directorship:

None of the Director holds directorship in any other listed entity other than the Company i.e. Ramgopal Polytex Limited.

d) Disclosure of relationships between Directors:

As on March 31, 2025, none of the Directors is related to each other. None of the Directors has any pecuniary relationship or transaction vis-à-vis the Company.

e) Number of shares and convertible instruments held by Non- Executive Directors:

As on March 31, 2025, none of the Non-Executive Directors hold any shares or convertible instruments of the Company.

f) Familiarization of Independent Directors:

The Board of Directors of the Company has adopted a Familiarization Program for Independent Directors of the Company. Details of the Familiarization Program has been disclosed on the website of the Company. The same can be viewed at www.ramgopalpolytex.com.

g) Training of independent directors:

Every new Independent Director of the Board is provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with your Company’s procedures and practices. Periodic presentations are made at the Board Meetings and the Board Committee Meetings on business and performance updates of your Company, business strategy and risk involved. Your Company has set up Familiarization Policy for newly appointed Independent Directors and the same is available on the website of the Company www.ramgopalpolytex.com.

h) Skills/expertise/competence of board of Directors:

Further pursuant to Schedule V, Part C of SEBI LODR Regulations 2015 read with Amendments thereof, below are the list of core skills/expertise/competencies identified by the Board of Directors for the year under review as required in the context of its business(es) and sector(s) for it to function effectively and those actually available with the board:

Category	Core Skills/Expertise/Competencies Identified/Available At Board
Leadership	Extended leadership experience in organizations with demonstrated strengths in developing talents, fostering growth and bringing a positive change through alternative thinking.

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Ramgopal Polytex Limited

Category	Core Skills/Expertise/Competencies Identified/Available At Board
Management & Business Excellence	Follow best management practices and working towards business & operational excellence and research and development of the nicheproducts.
Financial	Proficiency in financial management, capital allocation and financial reporting process.
Ethics & Corporate Governance	To lead byexample best ethical and Corporate Governancepractices.
Diversity	Representation of gender, ethnic, geographic, cross-cultural, cultural, or other perspectives that expand the Board’s understanding of the needs and viewpoints of our customers, partners, employees, governments, and other stakeholders.

i) Chart of Matrix core Skill of Directors:

Chart	of Matrix core Skill of Directors:
Sr. No.	Skill Area	Name of Director
		Sanjay Jatia	Divya Modi	Panna Lal Jyotshi	Arun Kumar Modi
1.	Leadership
2.	Management & Business Excellence		-	-	-
3.	Financial
4.	Ethics & Corporate Governance
5.	Diversity

j) Fulfillment of the criteria to be Independent Director:

In opinion of the Board, all the Independent Directors of the Company meet the requirements laid down under Section 149 of the Companies Act, 2013 and Regulation 16 of the Listing Regulations and have declared that they do not fall under any disqualifications specified thereunder.

k) Detailed Reason for the resignation of Independent Director:

No Independent Director resigned during the Year.

l) Separate Meeting of Independent Directors:

As stipulated under Section 149 of the Act read with Schedule IV of the Act pertaining to the Code of Independent Directors and Regulation 25 of Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on February 10, 2025 with the following agenda:

To review performance of the Board on different lines as stipulated in the Schedule IV of the Act and Listing Regulations as follows:

Performance evaluation of Non-Independent Directors;
Performance evaluation of Board as a whole and Committees of the Board;
Performance evaluation of Chairperson;
Evaluation of flow of Information.

m) Detail of Directors being appointed and re-appointed:

As required under Regulations 26(4) and 36(3) of the Listing Regulations, particulars of the Director seeking appointment and re-appointment are given in the Explanatory Statement to the Notice of the AGM.

n) Code of Conduct:

The Company has laid down code of conduct applicable to all Board of Directors, Senior Management and Key Managerial Personnel of the Company and all have confirmed compliance of the code of conduct. A declaration to this effect duly signed by the Chairman and Managing Director is annexed hereto.

COMMITTEES OF THE BOARD

The Board has constituted various Committees with an optimum representation of its members and has assigned them specific terms of reference in accordance with the Companies Act, 2013 and the Listing Regulations. These Committees hold meetings at such frequency as is deemed necessary by them to effectively undertake and deliver upon the responsibilities and tasks assigned to them. Your Company currently has 3 (three) Committees of the Board viz., Audit Committee, Stakeholders’ Relationship Committee and Nomination and Remuneration Committee.

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Ramgopal Polytex Limited

III. AUDIT COMMITTEE

The Audit Committee’s composition and terms of reference are in compliance with the provisions of Sections 177 of the Act and Regulation 18 of the Listing Regulations.

During the year under review, Five (05) meetings of the Audit Committee were held, and the dates being May 29, 2024; August 07, 2024; August 22, 2024; November 11, 2024; and February 10, 2025. Attendance of the Members at the Meetings of the Audit Committee is given below:

Members	Category	Position	Meeting(s)Details	Meeting(s)Details
			Held	Attended
Mr. Panna Lal Jyotshi	Non-Executive & Independent Director	Chairman	5	5
Mr. SanjayJatia	Executive Director	Member	5	5
Mr. Arun Kumar Modi	Non-Executive & Independent Director	Member	5	5

The Company Secretary acts as the Secretary to the Audit Committee.

In accordance with Listing Regulations and Section 177 of the Companies Act, 2013, the terms of reference of the Audit Committee inter-alia include:

Oversee Company’s financial process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
Reviewing with the management, the quarterly and annual financial statements and auditors report thereon before submission to the board for approval;
risk management framework concerning critical operations of the Company;
interaction with statutory, internal auditors to ascertain their independence and effectiveness of audit process;
recommendation for appointment, remuneration and terms of appointment of auditors
Approval of appointment of Chief Financial Officer after assessing qualification, experience and background etc. of the candidate;
Related party transactions, etc.

The Audit Committee has also powers inter-alia to investigate any activity within its terms of reference and to seek information from any employee of the Company and seek legal and professional advice.

The Chairman of the Audit Committee was present at the last AGM of your Company.

IV. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee’s composition and terms of reference are in compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

During the year under review, Three (03) meeting of the Committee was held on May 29, 2024; August 07, 2024; and February 10, 2025. Attendance of the Members at the Meetings of the Nomination and Remuneration Committee is given below:

Members	Category	Position	Meeting(s)Details	Meeting(s)Details
			Held	Attended
Mr. Panna Lal Jyotshi	Non-Executive, Independent Director	Chairman	3	3
Mrs. Divya Modi	Non-Executive, Non-Independent Director	Member	3	3
Mr. Arun Kumar Modi	Non-Executive, Independent Director	Member	3	3

The Company Secretary acts as the Secretary to the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee is empowered with the following terms of reference and responsibilities in accordance with the provisions of law and the Nomination and Remuneration Policy:

Formulate a criteria for determining qualifications, positive attributes and independence of a director;
Recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
Devise a policy on Board Diversity;
Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;
Carry out the evaluation of every director’s performance and formulate criteria for evaluation of Independent Directors, Board/Committees of Board and review the term of appointment of Independent Directors on the basis of the report of

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Ramgopal Polytex Limited

performance evaluation of Independent Directors;

Reviewing and recommending to the Board, the remuneration, payable to Directors of your Company; and
Undertake any other matters as the Board may decide from time to time, etc.

The Chairman of the Nomination and Remuneration Committee was present at the last AGM of your Company.

Performance evaluation criteria for Independent Directors of the Company:

During the year under review, performance evaluation of the Independent Directors was carried out by the entire Board excluding the Independent Director being evaluated as per the criteria adopted by the Board. The performance evaluation was evaluated on the various parameters such as participation at Board/ Committee Meetings, relationship, knowledge and skill, independence, code of conduct, overall rating of Director performance.

Remuneration Policy

The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements. The Remuneration Policy of the Company is uploaded on the website of the Company www.ramgopalpolytex.com under investors/ policies/Nomination and Remuneration Policy.

a. Remuneration to Non-Executive Directors:

The Non-Executive Directors are paid remuneration by way of sitting fees only. The Non-Executive Independent Directors do not have any material pecuniary relationship or transactions with the Company.

b. Remuneration to Executive Directors:

The appointment and remuneration of Managing Director (Executive) is governed by the recommendation of Nomination and Remuneration Committee, resolutions passed by the Board of Directors and Shareholders of the Company.

Details of Remuneration paid to the Directors for the Year: (Rs. in Lakhs)	Details of Remuneration paid to the Directors for the Year: (Rs. in Lakhs)	Details of Remuneration paid to the Directors for the Year: (Rs. in Lakhs)	Details of Remuneration paid to the Directors for the Year: (Rs. in Lakhs)	Details of Remuneration paid to the Directors for the Year: (Rs. in Lakhs)
Name of the Director	Salary & Perquisites	Commission	Sitting Fees	Total
Mr. SanjayJatia	12.00	-	-	12.00
Mrs. Divya Modi	-	-	0.30	0.30
Mr. Panna Lal Jyotshi	-	-	0.40	0.40
Mr. Arun Kumar Modi	-	-	0.28	0.28

Note: 1) Sitting Fees has only been paid to Non-Executive and Independent Directors.

2) No salary was paid to any of the Directors other than Mr. Sanjay Jatia during the Year.
3) Your Company has not granted any stock options to any of its Directors.

c. Service contract / notice period / severance fees:

As per the Employment Agreement entered into by the Company with Mr. Sanjay Jatia, Managing Director, either party can terminate the agreement by giving 3 (Three) month’s notice in writing to the other party. The Employment Agreement does not contain any provisions for payment of any severance fees in case of cessation of employment of the Managing Director.

d. Remuneration to Key Managerial Personnel:

Pursuant to Section 203 of the Companies Act, 2013, the Company had appointed Key Managerial Personnel viz, Mr. Sanjay Jatia as the Managing Director, Mr. Navalkishor V. Gadia as the Chief Financial Officer and Ms. Manorama Yadav as the Company Secretary & Compliance Officer.

Details of Remuneration paid to the Key Managerial Personnel are as follows: (Rs. in Lakhs)	Details of Remuneration paid to the Key Managerial Personnel are as follows: (Rs. in Lakhs)	Details of Remuneration paid to the Key Managerial Personnel are as follows: (Rs. in Lakhs)
Name	Designation	Salary paid duringtheyear 2024-25
Mr. SanjayJatia	ManagingDirector	Detailsgiven inpoint b above
Mr. Navalkishor V. Gadia	Chief Financial Officer	12.04
Ms. Manorama Yadav	Company Secretary & Compliance Officer	18.29

V. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee functions in accordance with Section 178 of the Act and Regulation 20 read with Part D of Schedule II of the SEBI Listing Regulations. The Committee comprises of Mrs. Divya Modi as the Chairperson, Mr. Sanjay Jatia and Mr. Panna Lal Jyotshi as Members.

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Ramgopal Polytex Limited

The Company Secretary acts as the Secretary to the Stakeholders Relationship Committee.

The Committee met Seven (07) times during the year under review. The Meetings were held on May 29, 2024; June 27, 2024; August 07, 2024; October 18, 2024; November 11, 2024; January 24, 2025 and February 10, 2025. Attendance of the members at the meeting of the Stakeholders Relationship Committee is given below:

Members	Category	Position	Meeting(s)Details	Meeting(s)Details
			Held	Attended
Mrs. Divya Modi	Non-Executive, Non- Independent Director	Chairperson	7	7
Mr. SanjayJatia	Executive Director	Member	7	6
Mr. Panna Lal Jyotshi	Non-Executive, Independent Director	Member	7	6

The purpose of the committee is to approve/take note of transfers, transmission of shares, issue duplicate/rematerialized shares and consolidation and splitting of share certificates, to review shareholders correspondence including such other complaints received from various stakeholders and its redressal from time to time.

Compliance Officer

Ms. Manorama Yadav, Company Secretary, who is the Compliance Officer, can be contacted at: 701, Tulsiani Chambers, Free Press Journal Marg, Nariman Point, Mumbai – 400021. Tel Nos.: 022 61396800, 61396810. e-mail - [email protected] and [email protected]

The Company and Registrar and Transfer Agent of the Company – Bigshare Services Private Limited attend to all grievances of the shareholders received directly or through SEBI, Stock Exchanges, Registrar of Companies etc.

Details pertaining to the number of complaints received and responded and the status thereof during the financial year 2024-25 are given below:

are given below:
No. of complaints received duringtheyear	00
No. of complaints resolved duringtheyear	00
No. of complaints pending at the end of the year	Nil

SENIOR MANAGEMENT:

Particulars of Senior Management including the changes therein since the close of the previous financial year:

Sr. No.	Name	Designation	Details of anychange frompreviousyear
1.	Mr. Navalkishor Gadia	Chief Financial Officer	No change
2.	Ms. Manorama Yadav	CompanySecretary	No change
3.	Mr. Surendra Kumar Sitani	Marketing Head	No change

VI. GENERAL BODY MEETINGS

(a) Annual General Meetings for the last three years were held as follows:

Financial Year	Day, Date & Time	Venue	Details of Special Resolutionpassed
2021-22	Friday, September 30, 2022 at 2:00 P.M. IST	AGM held through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’)	To approve payment of remuneration to Mr. Sanjay Jatia (DIN: 00913405), Chairman and Managing Director and Key Managerial Personnel of the Company for the remaining period from August 08, 2022 to August 07, 2024 (both days inclusive)
2022-23	Friday, September 29, 2023 at 3:00p.m. IST	AGM held through Video Conferencing (‘VC’) / Other Audio Visual Means(‘OAVM’)	N.A.
2023-24	Monday, September 30, 2024 at 2:00 p.m. IST	AGM held through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’)	Re-appointment of Mr. Sanjay Jatia (DIN: 00913405) as Chairman & Managing Director

(b) Extra Ordinary General Meeting

No Extra Ordinary General Meeting was held during the year.

36 Annual Report 2024-25

Ramgopal Polytex Limited

(c) Postal Ballot:

No special resolution was passed during the financial year 2024-25 through postal ballot.

None of the business proposed to be transacted at the ensuing AGM require passing of resolution through postal ballot.

VII. MEANS OF COMMUNICATION

The Financial results (Quarterly/Yearly) were communicated to all the Stock Exchanges where the Company’s shares are listed, as soon as the same are approved and taken on record by the Board of Directors of the Company. The same is also published in Financial Express (English) and the Mumbai Lakshadeep (Marathi)/ Prathakal (Marathi) and are displayed on the website of the Company at www.ramgopalpolytex.com
Annual audited financial results were published in Financial Express and Mumbai Lakshadeep (Marathi)/ Prathakal (Marathi). These are not sent individually to the shareholders. No presentations were made to institutional investors or to the analysts also available on the website of the Company at www.ramgopalpolytex.com
The Company has designated e-mail id [email protected] exclusively for investors’ servicing.

VIII. DISCLOSURES:

a) Materially significant related party transactions:

There were no materially significant transactions with related parties during the financial year 2024-25 that were in conflict with the interest of the Company. Suitable disclosure as required under Indian Accounting Standards (IND AS 24) has been made in the notes of the Financial Statements and in the Director’s Report as required under Section 134 of the Act.

b) Details of Non – Compliances by the Company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years:

The Company has complied with all the requirements of the Stock Exchange(s) or Securities and Exchange Board of India on matters related to capital markets, as applicable from time to time. During the last three years, there were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any statutory authority for non-compliance of any matter related to the capital markets.

c) Establishment of Vigil Mechanism, Whistle Blowers Policy:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and 22 of the SEBI Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism for Directors and employees to report to the management about the unethical behavior, fraud or violation of Company’s code of conduct. The Mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee. None of the personnel has been denied access to the audit committee.

d) Compliance with mandatory requirements and adoption of the non-mandatory requirements:

The Company has complied with all the mandatory requirements of corporate governance including those specified in subparas (2) to (10) of Part C of Schedule V of the SEBI Listing Regulations.

e) Policy determining Material Subsidiaries:

Not applicable.

f) Policy on Related Party Transactions:

In compliance with the Regulation 23(1) of Listing Regulations, the Company has formulated a Policy on Related Party Transactions.

The said Policy has been put up on the Company’s website and can be viewed at www.ramgopalpolytex.com.

g) Utilization of funds:

Not applicable.

h) Recommendation of Committee to the Board for approval:

During the year under review, none of the recommendations of the Committees of the Board were disapproved by the Board of Directors of the Company.

i) Details of fees paid to statutory auditors:

Details of total fees paid to statutory auditors are provided in note no. 27 of Financial Statements forming part of Annual Report.

Annual Report 2024-25

Ramgopal Polytex Limited

j) Disclosure of Accounting Treatment:

The Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 and other relevant provisions of the Companies Act, 2013.

k) Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

No complain were received regarding sexual harassment. Further, refer Board’s Report for the details pertaining to sexual harassment during the financial year.

l) Disclosure by Company and its subsidiaries of ‘Loans and advances in the nature of loans to firms/ companies in which directors are interested by name and amount:
Not applicable.

m) Details of material subsidiaries of the listed entity:

Not applicable.

n) Discretionary Requirements

As regards discretionary requirement specified in part E of Schedule II of Listing Regulations the Company has complied with item E.

o) The Company is in compliance with the disclosures required to be made under this report in accordance with Regulation 34(3) read together with Schedule VI to the SEBI Listing Regulations.
p) Disclosures on compliance with corporate governance requirements specified in Regulations 17 to 27 have been included in the relevant sections of this report. Appropriate information has been placed on the Company’s website pursuant to clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations.

q) Managing Director/ CFO Certification:

The Company has obtained a certificate from the Managing Director and Chief Financial Officer of the Company in respect of matters stated in Regulation 17(8) of Listing Regulations is annexed to this Report.

r) Certificate regarding Non-Disqualification of Directors:

Cs. Uma Lodha of M/s. Uma Lodha & Co., Practicing Company Secretary has issued a certificate Confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by SEBI/Ministry of Corporate Affairs or any such statutory authority. The Certificate is annexed to this Report on Corporate Governance.

s) Code of Conduct:

The Company has laid down a Code of Conduct for all Board Members and Employees including Senior Management of the Company and has included duties of Independent Directors. All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct. The Code of Conduct is placed on the website of the Company at www.ramgopalpolytex.com

A declaration signed by the Company’s Managing Director for the compliance of these requirements is given as an annexure to this report.

t) Auditors Certificate on Corporate governance:

The Auditors Certificate on Compliance of Listing Regulations relating to Corporate Governance is given as an annexure to this report.

u) Disclosure of certain types of agreements binding the Company:

During the year under review, no information were required to be disclosed under Clause 5A of Paragraph A of Part A of Schedule III of the Listing Regulations.

IX. GENERAL SHAREHOLDERS INFORMATION

(a)	Annual General Meetingfor the Financial Year 2024-25:	Annual General Meetingfor the Financial Year 2024-25:
	Date and Time	Tuesday, September 30, 2025 at 3.30 P.M.
	Venue	Through video conferencing (‘VC’)/ other audio visual means(‘OAVM’)
	Financial Year	April 01, 2024 to March 31, 2025

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Ramgopal Polytex Limited

(b)	*Tentative Financial Calendar(April 01, 2025 to March 31, 2026):	*Tentative Financial Calendar(April 01, 2025 to March 31, 2026):
	Adoption of Quarterlyresults for
	June 30, 2025	Held on July28, 2025
	September 30, 2025	On or before November 14, 2025
	December 31, 2025	On or before February14, 2026
	March 31, 2026	On or before May30, 2026
	*Within 45/60 days from the end of the quarter/financial year respectively, as stipulated under the Listing Regulations. (Tentative dates can change if anyextension received from SEBI)
(c)	Date of Book Closure	24.09.2025 to 30.09.2025(both days inclusive)
(d)	Dividend Payment Date	Not Applicable
(e)	Listing on Stock Exchange(s)	BSE Limited (BSE), Phiroze Jeejeebhoy, Dalal Street, Mumbai - 400001. The Calcutta Stock Exchange Association Limited (CSE), 7, Lyons Range, Calcutta – 700 001.
(f)	Stock Code:
	- BombayStock Exchange	514223
	- The Calcutta Stock Exchange Association Limited	10028131
(g)	Demat ISIN Numbers in NSDL & CDSL for EquityShares	INE410D01017
(h)	Payment of Annual Listing Fees	Your Company has paid the listing fees to BSE for the financial year 2024-25.
(i)	Share Transfer System	Bigshare Services Private Limited (Bigshare), Share Transfer Agent of the Company, handles share and shareholders related matters. Bigshare has adequate infrastructure to process share transfer related matters. Pursuant to Regulation 40 of Listing Regulations read with SEBI Master Circular No. SEBI/HO/MIRSD/ POD-1/P/CIR/2024/ 37 dated 7th May 2024, as amended from time to time, all the requests relating to issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission; transposition shall be processed by delivering Letter of Confirmation to the Shareholder/ claimant with a validity of 120 days, basis which the Shareholder/claimant has to dematerialise the shares in order to give effect to the requests. If Shareholder/claimant fails to submit the demat request within the aforesaid period of 120 days from the date of Letter of Confirmation, Bigshare/Company shall credit the securities to the suspense escrow demat account of the Company.
(j)	Distribution of shareholding & Category-wise distribution	See table no. 1 & 2
(k)	De-materialization of shares and liquidity	The Company has arranged agreements with National Securities Depositories Limited (NSDL) and Central Depository Services Limited (CDSL) for Dematerialization of shares through Bigshare Services Pvt. Ltd. As on March 31, 2025, 67.00% of the Total Shares have been dematerialized.(see table no. 3)
(l)	Outstanding GDRS /ADRS / Warrants or any convertible instruments, conversion date and likelyimpact on equity	NIL
(m)	Commodity price risk or foreign exchange risk and hedgingactivities	No hedging activities have been carried out during the year for foreign exchange risk.
(n)	Plant locations	Not Applicable
(o)	Name and Designation of Compliance Officer	Ms. Manorama Yadav (Company Secretary & Compliance Officer)

Annual Report 2024-25 39

Ramgopal Polytex Limited

(p)	Registrar and Transfer Agent	For any queries relating to the shares of your Company, correspondence may please be addressed to Bigshare Services Private Limited Regd. office: E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (East), Mumbai - 400 072. Tel No.: 022-40430200 Fax No.: 022-28475207 Corp. office: S6-2, 6th floor Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai - 400093. Tel No.: 022-62638200 Fax No.: 022-62638299 e-mail: [email protected] Website: www.bigshareonline.com Shareholders are requested to quote their folio no./DP ID & Client ID, e-mail address, telephone number and full address while corresponding with the Company and its Registrar & Transfer Agent.
(q)	Address for correspondence	For the benefit of shareholders, documents will continue to be accepted at the following Registered Office / Corporate Office of the Company at: Ramgopal Polytex Limited CIN: L17110MH1981PLC024145 Regd. office: Greentex Clearing House, Godown no B1, 2 & 3, Gosrani Compound, Rehnal Village, Bhiwandi, Thane - 421302 Corp. office: 701, Tulsiani Chambers, Free Press Journal Marg, Nariman Point, Mumbai - 400021 Tel No.: 022-61396800 e-mail: [email protected] Website: www.ramgopalpolytex.com Shareholders are requested to quote their folio no./DP ID & Client ID, e-mail address, telephone number and full address while corresponding with the Company and its Registrar & Transfer Agent.
(r)	Designated e-mail id for registering complaints by the investors	[email protected]
(s)	Credit Rating:	The Company does not have any debt Instruments, fixed deposits programme or any scheme or proposal for mobilization of funds. Hence, not obtained any Credit Rating for this purpose.

Table 1 – Distribution of Shareholding as on March 31, 2025

No. of EquityShares	No. of Share holders	%	No. of Shares	%
1 to 500	22474	94.3255	3936040	27.1451
501 to 1,000	746	3.131	612418	4.2236
1,001 to 2,000	256	1.0745	390036	2.6899
2,001 to 3,000	111	0.4659	274878	1.8957
3,001 to 4,000	42	0.1763	150250	1.0362
4,001 to 5,000	60	0.2518	285532	1.9692
5,001 to 10,000	68	0.2854	516543	3.5624
10,001 and above	69	0.2896	8334303	57.478
TOTAL	23826	100.0000	14500000	100.0000

40 Annual Report 2024-25

Ramgopal Polytex Limited

Table 2 - Distribution of Shareholding Pattern as on March 31, 2025

Table 2 - Distribution of Shareholding Pattern as on March 31, 2025
Categoryof Shareholder(s)	No. of Shares held	% of total shares
(A) Shareholdingof Promoter and Promoter Group
(a) Individuals/Hindu Undivided Family	30,47,500	21.02
(b) Bodies Corporate	-	-
(c) Trust	-	-
(d) Others(GroupCompanies)	35,44,296	24.44
Total Shareholdingof Promoter and Promoter Group (A)	65,91,796	45.46
(B) Public shareholding
(1) Institutions	-	-
(a) Mutual Funds/ UTI	-	-
(b) Financial Institutions/ Banks	11,800	0.08
(c) Insurance Companies	-	-
(d) Foreign Institutional Investors	-	-
Sub-Total(B)(1)	11,800	0.08
(2) Non-Institutions
(a) Individuals
(i) Individual shareholders holding nominal share capital upto Rs.1 Lakhs	56,37,846	38.88
(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 Lakhs	5,97,507	4.12
(b) Anyother
Bodies Corporate	3,56,632	2.46
ClearingMember	1,000	0.01
HUF	46,232	0.32
Non Resident Indians(NRI)	10,23,187	7.06
Overseas Bodies Corporate	2,34,000	1.61
Sub Total(B)(2)	78,96,404	54.46
Total Public Shareholding (B)=(B)(1)+(B)(2)	79,08,204	54.54
Total (A)+(B)	1,45,00,000	100.00

Annual Report 2024-25

Ramgopal Polytex Limited

Table 3 – Dematerialization of shares as on March 31, 2025

Table 3 – Dematerialization of shares as on March 31, 2025
Particulars	No. of Shares	% to Issued Capital
Dematerialization
- National Securities DepositoryLimited	82,76,749	57.08
- Central DepositorySecurities Limited	14,37,747	9.92
Physical	47,85,504	33.00
Total	1,45,00,000	100.00

By Order of the Board of Directors For Ramgopal Polytex Limited

Place: Mumbai Date: July 28, 2025

Sanjay Jatia Chairman & Managing Director (DIN: 00913405)

Regd. Office:

Greentex Clearing House, B-1, 2 & 3, Gosrani Compound, Rehnal Village, Bhiwandi, Thane – 421302 CIN: L17110MH1981PLC024145 Tel: 22-61396800 Fax: 22-22851085 E-mail Id: [email protected] Website: www.ramgopalpolytex.com

42 Annual Report 2024-25

Ramgopal Polytex Limited

Certificate by Managing Director and Chief Financial Officer

To,

The Board of Directors, Ramgopal Polytex Limited

We, Sanjay Jatia, Managing Director and Navalkishor Gadia, Chief Financial Officer of Ramgopal Polytex Limited, to the best of our knowledge and belief, certify that:

(a) We have reviewed financial statements and the cash flow statements for the year ended March 31, 2025 and to the best of our knowledge and belief:
(i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
(ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.
(b) There are, to the best of our knowledge and belief, no transaction(s) entered into by the Company during the year, which are fraudulent or illegal or violative of the Company’s code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
(d) We have indicated to the Auditors and the Audit Committee:
(i) That there are no significant changes in internal control over financial reporting during the year;
(ii) That there are no significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and
(iii) That there are no instances of significant fraud of which we have become aware and the involvement therein, If any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

This certificate is being given to the Board pursuant to regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

For Ramgopal Polytex Limited

Sanjay Jatia Chairman & Managing Director (DIN: 00913405)

Navalkishor Gadia Chief-Financial Officer

Place: Mumbai Date: May 22, 2025

Annual Report 2024-25 43

Ramgopal Polytex Limited

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To, The Members of RAMGOPAL POLYTEX LIMITED Greentex Clearing House, B-1, 2 & 3, Gosrani Compound Rehnal village, Bhiwandi, Thane – 421302.

We have examined the relevant registers, records, forms, returns and disclosures received from Directors of Ramgopal Polytex Limited having CIN No. L17110MH1981PLC024145 and having registered office at Greentex Clearing House,B-1, 2 & 3, Gosrani Compound, Rehnal Village, Bhiwandi, Thane - 421302 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal (www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its Officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31[st] March, 2025 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Sr. No.	Name of Director	DIN	Date of Appointment
1	Mr. SanjayMohanlal Jatia	00913405	31/03/1986
2	Mrs. Divya Modi	07158212	15/04/2015
3	Mr. Panna Lal Jyotshi	07248640	04/08/2015
4	Mr. Arun Kumar Modi	07513121	10/05/2016

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Uma Lodha & Co. Practicing Company Secretaries

Place: Mumbai Date: 22/05/2025

Uma Lodha Proprietor C.P. No. 2593 Mem. No. 5363 UDIN: F005363G000399405 Peer Review Certificate No. 6629/2025

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Ramgopal Polytex Limited

Annexure to Report on Corporate Governance for the financial year ended March 31, 2025

DECLARATION REGARDING COMPLIANCE BY THE MEMBERS OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT

This is to confirm that the Company has adopted a Code of Conduct for all Board Members and Employees including Senior Management of the Company. This Code of Conduct is available on the Company’s website.

I hereby declare that all the Members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct as adopted by the Company for the year ended March 31, 2025.

For Ramgopal Polytex Limited

Place: Mumbai Date: May 22, 2025

Sanjay Jatia Chairman & Managing Director (DIN: 00913405)

Compliance Certificate on Corporate Governance

(Pursuant to Part E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To, The Members RAMGOPAL POLYTEX LIMITED

We have examined the compliance of the conditions of Corporate Governance procedures implemented by Ramgopal Polytex Limited (‘the Company’) having CIN: L17110MH1981PLC024145 for the year ended on March 31, 2025, as stipulated under Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and representations made by the management, we certify that to the extent applicable, the Company has complied with the conditions of Corporate Governance as stipulated in Regulations 17 to 27, Clauses (b) to (i) and (t) of Sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of the Listing Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

FOR SHANKER AND KAPANI CHARTERED ACCOUNTANTS FIRM REGISTRATION NO.: 117761W

PLACE: Mumbai DATED: July 28, 2025

PAWAN KUMAR RUNGTA PARTNER MEMBERSHIP No. 042902 UDIN:25042902BMKNBO3396

Annual Report 2024-25 45

Ramgopal Polytex Limited

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF RAMGOPAL POLYTEX LIMITED

Report on the Audit of Ind AS Financial Statements

Opinion

We have audited the accompanying Ind AS financial statements of Ramgopal Polytex Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2025 and the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the Financial Statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Companies Act, 2013 (herein after referred to as ‘Act’) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025 and its losses and other comprehensive income, changes in equity and cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our report.

Other Information

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report but does not include the financial statements and our auditor’s report thereon. The Annual report is expected to be made available to us after the date of this auditor’s report.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance thereon.

In connection with our audit of the Ind As financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read annual report, if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and those charged with governance for the Ind AS financial statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act, with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the Indian accounting standard (Ind AS) and accounting principles generally accepted in India, specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind AS financial statements, Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

46 Annual Report 2024-25

Ramgopal Polytex Limited

Auditors’ Responsibility for the Audit of the Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Ind AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Ind AS financial statements, including the disclosures, and whether the Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Ind AS financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Materiality is the magnitude of misstatements in the financial statements that individually or in aggregate makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) Planning the scope of our audit work and in evaluating the results of our work and (ii) To evaluate the effect of any identified misstatements in the financial statements.

Report on other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2020, (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in “Annexure A”, a statement on the matters specified in paragraphs 3 & 4 of the Order, to the extent applicable.
As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Proût and Loss (including other comprehensive income), the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid Ind AS Financial Statements comply with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with relevant rules issued thereunder.

Annual Report 2024-25

Ramgopal Polytex Limited

e) On the basis of the written representations received from the Directors as on March 31, 2025 taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2025 from being appointed as a Director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, we give our separate Report in “Annexure B”.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of Section 197(16) of the Act, as amended:

In our opinion and to the best of information and according to the explanations given to us, the remuneration paid by the Company to its Director during the year is in accordance with the provisions of Section 197 of the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations (contingent liability) on its financial position in its Ind AS financial statements - Refer Note No 34 of the financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
iv. a. The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
- b. The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
- c. Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (a) and (b) contain any material misstatement.
v. The Company has not declared or paid any dividend during the year.
i) Based on our examination, which included test checks the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit, we did not come across any instance of the audit trail features being tampered with. Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention.

FOR SHANKER AND KAPANI CHARTERED ACCOUNTANTS FIRM REGISTRATION NO.: 117761W

PLACE: MUMBAI DATED: MAY 22, 2025 UDIN: 25042902BMKMXU1887

PAWAN KUMAR RUNGTA PARTNER MEMBERSHIP No. 042902

48 Annual Report 2024-25

Ramgopal Polytex Limited

Annexure “A” to the Independent Auditors’ Report

ANNEXURE “A” REFERRED TO IN “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” SECTION OF OUR REPORT TO THE MEMBERS OF RAMGOPAL POLYTEX LIMITED OF EVEN DATE

(i) In respect of its Property, Plant and Equipment:
(a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of the Property, Plant and Equipment.
- (B) The Company does not hold any Intangible assets and therefore, clause 3 (i)(a)(B) of the CARO is not applicable to the Company.
(b) As informed to us, all property, plant and equipment have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such physical verification.
(c) Based on our audit procedures performed and according to information and explanations given by the management, the Company does not hold any immovable property and therefore, clause (3)(i)(c) of the CARO is not applicable to the Company.
(d) The Company has not revalued its Property, Plant and Equipment during the year. Hence, clause (3)(i)(d) is not applicable to the Company.
(e) As informed by the management, no proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(ii) In respect of Inventories:
(a) The management has conducted physical verification of inventories at regular intervals during the year. In our opinion, frequency of verification and procedure is reasonable. No discrepancy was noticed by the management.
(b) According to the information and explanations given to us, the Company has not availed any working capital limits in excess of Rs. 5 crores, in aggregate, from banks or financial institutions. Hence, clause (3)(ii)(b) is not applicable to the Company.
(iii) According to the information and explanations given to us:
(a) (A) The Company has no subsidiaries or associate. Hence, reporting under clause (3)(iii)(a)(A) of the Order is not applicable to the Company.
- (B) The Company has granted unsecured loans to companies, firms and other parties (as specified below) and not provided any advances in the nature of loans, or stood guarantee, or provided security:

Particulars	Aggregate amount granted duringtheyear(in lakhs)	Balance outstanding as on March 31, 2025(in lakhs)
Loans Given	1594.35	872.14

(b) In our opinion and according to the information and explanations given to us, the terms and conditions of the aforesaid loans granted by the Company are prima facie, not prejudicial to the interest of the Company. However, the Company has not made any investments, not provided any guarantee or security or granted any advances in the nature of loans during the year.
(c) In respect of the loans outstanding as on the balance sheet date, the schedule of repayment of principal and payment of interest has been stipulated and the parties are regular in payment of principal and interest.
(d) According to the information and explanations given to us, there is no amount overdue for more than 90 days therefore, clause (3)(iii)(d) of the Order is not applicable to the Company.
(e) According to information and explanations given to us, no loans or advances in the nature of loans granted by the Company that have fallen due during the year, have been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties.
(f) The Company has not granted any loans or advances in the nature of loans, either repayable on demand or without specifying any terms or period of repayment, the requirement to report on clause 3 (iii)(f) of the Order is not applicable to the Company.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, in respect of loans granted during the year.
(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the provisions of Clause (3)(v) of the Order are not applicable to the Company.

Annual Report 2024-25 49

Ramgopal Polytex Limited

(vi) As per the information and explanations given to us, in respect of the class of industry in which the Company falls, the maintenance of cost records has not been prescribed by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the Company. Therefore, the provisions of Clause (3)(vi) of the Order are not applicable to the Company.
(vii) In respect of statutory dues:
(a) The Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, employees’ state insurance, income tax, goods and service tax, duty of customs, cess and any other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts in respect of above dues were in arrears, as at March 31, 2025 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no aforesaid dues which have not been deposited on account of any disputes.
(viii) According to the information and explanations given to us, there are no transactions relating to income not recorded previously in books and surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
(ix) (a) According to the information and explanations given to us, the Company has not taken any loans or other borrowings therefore, the provisions of Clause (3) (ix) (a) of the Order are not applicable to the Company.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared a wilful defaulter by any bank or financial institution or any other lender.
(c) According to information and explanations given to us, the Company has not taken any term loan facility therefore, the provisions of Clause 3(ix)(c) of the Order are not applicable to the Company.
(d) According to information and explanations given to us, the Company has not raised any fund on short term basis. Therefore, the provisions of Clause 3(ix)(d) of the Order are not applicable to the Company.
(e) According to the information and explanations given to us, the Company has no subsidiaries, associates or joint ventures as defined under the Act. Therefore, the provisions of Clause (3)(ix)(e) of the Order are not applicable to the Company.
(f) According to the information and explanations given to us, the Company has no subsidiary, Joint venture or associate company. Therefore, the provisions of Clause (3)(ix)(f) of the Order are not applicable to the Company.
(x) (a) The Company has not raised any money by way of initial public offer or further public offer. Hence, reporting under clause (3)(x)(a) of the Order is not applicable to the Company.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable to the Company.
(xi) (a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company or any fraud on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such instance by the management.
(b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, with the Central Government.
(c) As informed by the management, no whistle blower complaint has been received by the Company during the year.
(xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company.
(xiii) As per the information and explanations given to us, all transactions entered into by the Company with the related parties are in compliance with Section 177 and 188 of Act, where applicable, and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.
(xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system which commensurate to the nature and size of the business.
(b) We have considered the internal audit reports issued till date, for the period under audit.
(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with director and hence, provisions of Section 192 of the Act are not applicable to the Company.

Annual Report 2024-25

Ramgopal Polytex Limited

(xvi) (a) As per the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Hence, clause 3(xvi)(a), (b) and (c) of the Order are not applicable to the Company.
(b) According to the information and explanations provided to us, the Company (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016) has no CIC as part of its Group, accordingly the clause 3(xvi)(d) of the Order is not applicable to the Company.
(xvii) As per the information and explanations given to us and our examination of books, the Company has incurred cash losses of Rs. 2.64 lakhs and Rs. 131.42 lakhs, respectively during the current and previous year.
(xviii)In accordance with Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, there was no resignation of Auditors during the year.
(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
(xx) In our opinion and according to the information and explanations given to us, the Company is not required to spend any amount under Section 135 of the Act. Accordingly, clauses (3)(xx)(a) and (3)(xx)(b) of the Order are not applicable to the Company.

FOR SHANKER AND KAPANI CHARTERED ACCOUNTANTS FIRM REGISTRATION NO.: 117761W

PLACE: MUMBAI DATED: MAY 22, 2025 UDIN: 25042902BMKMXU1887

PAWAN KUMAR RUNGTA PARTNER MEMBERSHIP No. 042902

Annual Report 2024-25

Ramgopal Polytex Limited

Annexure “B” to the Independent Auditors’ Report

ANNEXURE “B” REFERRED TO IN “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” SECTION OF OUR REPORT TO THE MEMBERS OF RAMGOPAL POLYTEX LIMITED OF EVEN DATE

Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of RAMGOPAL POLYTEX LIMITED (“the Company”) as at March 31, 2025 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing specified under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

52 Annual Report 2024-25

Ramgopal Polytex Limited

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2025, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI. Our opinion is not modified in respect of this matter.

FOR SHANKER AND KAPANI CHARTERED ACCOUNTANTS FIRM REGISTRATION NO.: 117761W

PLACE: MUMBAI DATED: MAY 22, 2025 UDIN: 25042902BMKMXU1887

PAWAN KUMAR RUNGTA PARTNER MEMBERSHIP No. 042902

Annual Report 2024-25

Ramgopal Polytex Limited

BALANCE SHEET AS AT MARCH 31, 2025

(Rupees in Lakhs)

			(Rupees in Lakhs)
Particulars	Note No.	As at March 31, 2025	As at March 31, 2024
I. ASSETS (1) Non-Current Assets (a) Property, Plant and Equipment (b) Financial Assets (i) Investments (ii) Loans (iii) Other Financial Assets (c) Other Non-Current Assets (d) Income Tax Assets Total Non Current Assets (2) Current Assets (a) Inventories (b) Financial Assets (i) Trade Receivables (ii) Cash and Cash Equivalents (iii) Loans (iv) Other Financial Assets (c) Other Current Assets Total Current Assets TOTAL ASSETS II. EQUITY AND LIABILITIES (1) Equity (a) Equity Share Capital (b) Other Equity Total Equity (2) Non Current Liabilities (a) Provisions (b) Deferred Tax Liabilities Total Non Current Liabilities (3) Current Liabilities (a) Financial Liabilities Trade Payables Total outstanding due to Micro and Small Enterprises Total outstanding due to Creditors other than Micro and Small Enterprises (b) Other Current Liabilities (c) Provisions Total Current Liabilities TOTAL EQUITY AND LIABILITIES Significant Accounting Policies Notes forming part of the Financial Statements	2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 1 1 to 43	2.06 104.50 0.54 0.50 3.77 24.10	1.46 211.99 0.24 0.60 3.77 21.89
		135.47	239.95
		29.46 1.55 59.85 871.60 - 76.92	9.51 92.13 73.90 713.94 12.20 70.39
		1,039.38	972.07
		1,174.85	1,212.02
		1,439.63 (319.78)	1,439.63 (290.53)
		1,119.85	1,149.10
		7.69 11.12	10.10 23.41
		18.81	33.51
		1.13 5.23 0.51 29.32	1.13 5.15 1.15 21.98
		36.19	29.41
		1,174.85	1,212.02

As per our attached report of Even Date For SHANKER AND KAPANI Chartered Accountants Firm Registration No : 117761W

PAWAN KUMAR RUNGTA Partner Membership No. 42902

For and on Behalf of Board of Directors

Sanjay M Jatia Chairman and Managing Director DIN: 00913405

Navalkishor Gadia Chief Financial Officer

Pannalal N Jyotshi Director DIN: 07248640 Manorama Yadav Company Secretary Membership No. A36619

Place : Mumbai Date : May 22, 2025

Annual Report 2024-25

Ramgopal Polytex Limited

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2025

(Rupees in Lakhs)

			(Rupees in Lakhs)
Particulars	Note No.	For the Year Ended March 31, 2025	For the Year Ended March 31, 2024
I. Revenue from Operations II. Other income III. Total Income (I+II) IV. Expenses Purchase of Stock-in-Trade (Traded goods) Changes in Inventories of Stock-in-Trade Employee Benefits Expense Finance Costs Depreciation and Amortisation Expense Other Expenses Total Expenses (IV) V. Profit/(Loss) before Tax VI. Tax Expense: 1. Current Tax 2. Deferred Tax 3. Taxation Adjustment for Earlier Year VII. Profit/(Loss) for the Year VIII. Other Comprehensive Income Items that will not be reclassified to profit or loss Remeasurements of the Defined Benefit Plans Equity Instrument Through Other Comprehensive Income Income Tax on above IX. Total Comprehensive Loss for the Year X. Earnings per Equity Share Basic and Diluted Earnings per Share Significant Accounting Policies Notes forming part of the Financial Statements	21 22 23 24 25 26 2 27 28 1 1 to 43	148.20 77.85	1,099.55 56.63
		226.05	1,156.18
		166.93 (19.95) 66.48 0.03 0.35 30.60	918.53 252.92 57.94 14.41 0.30 78.72
		244.44	1,322.82
		(18.39) - - (0.13)	(166.64) - - -
		(18.52)	(166.64)
		(5.92) (17.10) 12.29	0.84 6.89 5.83
		(10.73)	13.56
		(29.25)	(153.08)
		(0.13)	(1.15)

As per our attached report of Even Date

For SHANKER AND KAPANI Chartered Accountants Firm Registration No : 117761W

For and on Behalf of Board of Directors

PAWAN KUMAR RUNGTA Partner Membership No. 42902

Sanjay M Jatia

Chairman and Managing Director DIN: 00913405

Navalkishor Gadia Chief Financial Officer

Pannalal N Jyotshi Director DIN: 07248640 Manorama Yadav Company Secretary Membership No. A36619

Place : Mumbai Date : May 22, 2025

Annual Report 2024-25

Ramgopal Polytex Limited

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2025

(a) Equity Share Capital*

(Rupees in Lakhs)

Equity Share Capital*	(Rupees in Lakhs)
Balance as at April 1, 2023	1,439.63
Changes in EquityShare Capital during2023-24	-
Balance as at March 31, 2024	1,439.63
Changes in EquityShare Capital during2024-25	-
Balance as at March 31, 2025	1,439.63

(b) Other Equity

(Rupees in Lakhs)

Particulars	Reserves & Surplus	Reserves & Surplus	Reserves & Surplus	Other Comprehensive Income	Other Comprehensive Income	Total
	Capital Reserve	Securities Premium*	Retained Earnings	Remeasurements of Defined Benefit Plans	Equity Instruments Through OCI
Balance as at April 1, 2023	17.31	1,039.70	(1,306.80)	(4.58)	116.92	(137.45)
Loss for theyear	-	-	(166.64)	-	-	(166.64)
Other Comprehensive Income/(Loss) for theyear	-	-	-	0.84	12.72	13.56
Transferred to Retained Earnings	-	-	34.92	-	(34.92)	-
Balance as at March 31, 2024	17.31	1,039.70	(1,438.52)	(3.74)	94.72	(290.53)
Loss for the Year	-	-	(18.52)	-	-	(18.52)
Other Comprehensive Income/(Loss) for the Year	-	-	-	(5.92)	(4.81)	(10.73)
Transferred to Retained Earnings	-	-	15.53	-	(15.53)	-
Balance as at March 31, 2025	17.31	1,039.70	(1,441.51)	(9.66)	74.38	(319.78)

Net of Calls in Arrears of Rs. 10.37 Lakhs.

As per our attached report of Even Date

For SHANKER AND KAPANI Chartered Accountants Firm Registration No : 117761W

For and on Behalf of Board of Directors

PAWAN KUMAR RUNGTA Partner Membership No. 42902

Sanjay M Jatia Chairman and Managing Director DIN: 00913405

Pannalal N Jyotshi Director DIN: 07248640

Navalkishor Gadia Chief Financial Officer

Manorama Yadav Company Secretary Membership No. A36619

Place : Mumbai Date : May 22, 2025

56 Annual Report 2024-25

Ramgopal Polytex Limited

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2025

(Rupees in Lakhs)

		(Rupees in Lakhs)
Particulars	For the Year Ended March 31, 2025	For the Year Ended March 31, 2024
A. CASH FLOW FROM OPERATING ACTIVITIES Loss Before Tax Adjustments for: Depreciation and Amortisation Expense Bad Debts and Sundry Balances Written off Provisions for Bad and Doubtful Debts Sundry Balances Written Back Interest Income Finance Costs Operating Loss before Working Capital Changes Movements in Working Capital : Inventories Trade and Other Receivables Trade, Other Payables and Provisions Cash Flow from/(used in) Operations Direct Taxes (Paid) / Refund Net Cash Flow from/(used in) Operating Activities (A) B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Property, Plant and Equipment Divestment of Investments Fixed Deposit (Margin Money) Loans to Companies and Others Interest Received Net Cash Flow from Investing Activities (B) C. CASH FLOW FROM FINANCING ACTIVITIES Proceed from Borrowings Repayment of Borrowings Finance Costs Paid Net Cash Flow used in Financing Activities (C) Net Increase in Cash & Cash Equivalents (A + B + C) Cash & Cash Equivalents (Opening Balance) Cash & Cash Equivalents (Closing Balance)	(18.39) 0.35 0.10 0.70 (0.40) (77.45) 0.03	(166.64) 0.30 0.02 3.29 - (53.63) 14.41
	(95.06) (19.95) 82.89 (1.15)	(202.25) 252.92 32.34 3.50
	(33.27) (2.34)	86.51 (0.01)
	(35.61)	86.50
	(0.95) 90.39 - (157.50) 89.65	(0.30) 217.17 74.81 (289.50) 53.50
	21.59	55.68
	- - (0.03)	275.00 (333.34) (14.41)
	(0.03)	(72.75)
	(14.05)	69.43
	73.90 59.85	4.47 73.90
Notes: 1) Figures in brackets represent outflows. 2) Previous year’s figures have been regrouped to conform with those of the current year. 3) Cash & Cash Equivalents include: a) Cash in Hand b) Balance with Scheduled Banks in Current Accounts	2.15 57.70	1.59 72.31

As per our attached report of Even Date

For SHANKER AND KAPANI Chartered Accountants Firm Registration No : 117761W

PAWAN KUMAR RUNGTA Partner Membership No. 42902

For and on Behalf of Board of Directors

Sanjay M Jatia Chairman and Managing Director DIN: 00913405

Navalkishor Gadia Chief Financial Officer

Pannalal N Jyotshi Director DIN: 07248640 Manorama Yadav Company Secretary Membership No. A36619

Place : Mumbai Date : May 22, 2025

Annual Report 2024-25

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

NOTE 1

A. CORPORATE INFORMATION

Ramgopal Polytex Limited (“The Company”) is a public limited Company domiciled in India. The Shares of the Company are listed on BSE Limited and The Calcutta Stock Exchange Association Limited. The Company is primarily engaged in the business of trading of polymer, yarn etc.

The Registered office of the Company is Located at Greentex Clearing House, B1, 2 and 3, Gosrani Compound, Rehnal Village Bhiwandi Thane, Maharastra.

B. SIGNIFICANT ACCOUNTING POLICIES

(i) Basis of Preparation of Financial Statements

These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention (except for certain financial instruments that are measured at fair values and defined benefit employee plans) on accrual basis to comply in all material aspects with the Indian Accounting Standards (hereinafter referred to as the ‘Ind AS’) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

The financial statements have been prepared on accrual and going concern basis. The accounting policies are applied consistently to all the periods presented in the financial statements. All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria as set out in the Division II of Schedule III to the Companies Act, 2013. Based on the nature of products and the time between acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current or non-current classification of assets and liabilities.

(ii) Key Estimates and Assumptions

The preparation of financial statements requires management to make judgments, estimates and assumptions in the application of accounting policies that affect the reported amounts of assets, liabilities, disclosure of contingent liabilities as at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from these estimates. Continuous evaluation is done on the estimation and judgments based on historical experience and other factors, including expectations of future events that are believed to be reasonable. Actual results may differ from those estimates. Any revision to accounting estimates is recognised prospectively in current and future periods. Information about critical judgments in applying accounting policies, as well as estimates and assumptions that have the most significant effect to the carrying amounts of assets and liabilities within the next financial year, are as follows:

Determination of the estimated useful lives of tangible assets and the assessment as to which component of the cost may be capitalized.
Impairment of Property, Plant and Equipment
Recognition and measurement of defined benefit obligations
Recognition of deferred tax assets
Fair value of financial instruments
Provisions and Contingent Liabilities

(iii) Property, Plant and Equipment(PPE)

PPE are initially recognised at cost. The initial cost of PPE comprises its purchase price, including non-refundable duties and taxes net of any trade discounts and rebates, any directly attributable cost of bringing the PPE to its working condition for its intended use and estimated costs of dismantling and removing the item and restoring the item and restoring the site on which it is located. The cost of PPE includes interest on borrowings (finance cost) directly attributable to acquisition. PPE are stated at cost less accumulated depreciation and impairment losses, if any.

Subsequent costs are included in the PPE’s carrying amount or recognised as a separate PPE, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

Depreciation on tangible PPE is charged after considering residual value of five percent, is provided on Straight Line

58 Annual Report 2024-25

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

Method in the manner specified in Schedule II to the Companies Act, 2013 except for carrying value of property, plant and equipment as on April 01, 2014 which is depreciated equally over the balance useful life of the PPE.

The carrying values of PPE are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

The residual values, useful life and depreciation method are reviewed at each financial year-end to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of PPE.

An item of PPE is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the PPE. Any gain or loss arising on disposal or retirement of an item of PPE is determined as the difference between sales proceeds and the carrying amount of the PPE and is recognised in statement of profit and loss. Fully depreciated PPE still in use are retained in financial statements.

(iv) Intangible Assets

Intangible assets are measured on initial recognition at cost and subsequently are carried at cost less accumulated amortisation and accumulated impairment losses, if any. An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses on derecognition are determined by comparing proceeds with carrying amount.

(v) Financial Instruments

Financial Assets – Initial Recognition

Financial assets are recognised when the Company becomes a party to the contractual provisions of the instruments. On initial recognition, a financial assets is recognised at fair value, in case of financial assets which are recognized at fair value through profit and loss (FVTPL), its transaction cost are recognized in the statement of profit and loss. In other cases, the transaction cost are attributed to the acquisition value of the financial assets. However, trade receivable that do not contain a significant financing component are measured at transaction price.

Subsequent Measurement

Financial Assets are subsequently classified as measured at:

Amortised Cost
Fair Value through Profit and Loss (FVTPL)
Fair Value through Other Comprehensive Income (FVTOCI)

The above classification is being determined considering the followings:

(a) The entity’s business model for managing the financial assets and
(b) The contractual cash flow characteristics of the financial assets.

Financial assets are not reclassified subsequent to their recognition, except if and in the period, the Company change its business model for managing financial assets.

(i) Measured at Amortised Cost

Financial assets are subsequently measured at amortised cost, if these financial assets are held within a business model whose objective is to hold these assets in order to collect contractual cash flows and contractual terms of the financial assets give rise on specified date to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(ii) Measured at Fair Value through Other Comprehensive Income (FVTOCI)

Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows that give rise on specified dates to solely payments of principal and interest on the principal amount outstanding and by selling financial assets. Fair value movements are recognised in the Other Comprehensive Income (OCI). Interest income measured using the EIR method and impairment losses, if any are recognised in the Statement of Profit and Loss. On derecognition, cumulative gain or loss previously recognised in OCI is reclassified from the equity to ‘Other Income’ in the Statement of Profit and Loss in case of debt instrument and transferred within equity in case of equity instrument.

(iii) Measured at Fair Value through Profit or Loss (FVTPL)

Financial assets other than equity instrument are measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial recognition. Such financial assets are

Annual Report 2024-25

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

measured at fair value with all changes in fair value, including interest income and dividend income if any, recognised in the Statement of Profit and Loss.

Impairment

The Company recognises a loss allowance for Expected Credit Losses (ECL) on financial assets that are measured at amortised cost and at FVTOCI. The credit loss is difference between all contractual cash flows that are due to an entity in accordance with the contract and all the cash flows that the entity expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate. This is assessed on an individual or collective basis after considering all reasonable and supportable including that which is forward looking.

The Company’s trade receivables or contract revenue receivables do not contain significant financing component and loss allowance on trade receivables is measured at an amount equal to life time expected losses i.e. expected cash shortfall, being simplified approach for recognition of impairment loss allowance.

Under simplified approach, the Company does not track changes in credit risk. Rather it recognise impairment loss allowance based on the life time ECL at each reporting date right from its initial recognition. The Company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward looking estimates are analysed.

For financial assets other than trade receivables, the Company recognises 12 Months expected credit losses for all originated or acquired financial assets if at the reporting date the credit risk of the financial assets has not increased significantly since its initial recognition. The expected credit losses are measured as lifetime expected credit losses if the credit risk on financial assets increases significantly since its initial recognition. If, in a subsequent period, credit quality of the instrument improves such that there is no longer significant increase in credit risks since initial recognition, then the Company reverts to recognising impairment loss allowance bases on 12 months ECL. The impairment losses and reversals are recognised in Statement of Profit and Loss. For financial assets measured at FVTPL, there is no requirement of impairment testing.

Derecognition

The Company derecognises a financial asset when the contractual rights to the cash flows from the financial assets expire, or it transfers rights to receive cash flows from an asset. It evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Financial liabilities

Initial Recognition and Measurement

Financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments. Financial liabilities are initially recognized at fair value net of transaction costs for all financial liabilities not carried at fair value through Profit or Loss.

The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts.

Subsequent Measurement

Financial liabilities measured at amortised cost are subsequently measured at using EIR method. Financial liabilities carried at fair value through profit or loss are measured at fair value with all changes in fair value recognised in the Statement of Profit and Loss.

Loans and Borrowings

After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using EIR method. Gains and losses are recognised in the statement of profit and loss when the liabilities are derecognised as well as through EIR amortisation process.

Financial Guarantee Contracts

Financial guarantee contracts issued by the Company are those contracts that requires a payment to be made or to reimburse the holder for a loss it incurs because the specified debtors fails to make payment when due in accordance with the term of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee.

60 Annual Report 2024-25

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

Derecognition

A financial liability is derocognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.

Derivative Financial Instruments

The Company uses derivative financial instruments, such as forward foreign exchange contracts, to hedge its foreign currency risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value, with changes in fair value recognised in Statement of Profit and Loss.

Off Setting of Financial Instruments

Financial assets and financial liabilities are off set and the net amount is reported in financial statements if there is a currently enforceable legal right to off set the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

(vi) Measurement of Fair Values

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is Unobservable

(vii) Inventories

Inventories are valued at lower of cost and net realisable value after providing for obsolescence and other losses, where considered necessary. Cost includes all charges in bringing the goods to their present location and condition, including taxes, transit insurance and receiving charges. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

(viii)Revenue Recognition

Revenue from contracts with customers is recognised when control of the goods are transferred to the customer at an amount that reflects the consideration entitled in exchange for those goods. The Company is generally the principal as it typically controls the goods before transferring them to the customer.

Generally, control is transferred upon shipment of goods to the customer or when the goods is made available to the customer, provided transfer of title to the customer occurs and the Company has not retained any significant risks of ownership or future obligation with respect to the goods shipped.

Revenue is measured at the amount of consideration which the Company expects to be entitled to in exchange for transferring distinct goods to a customer as specified in the contract, excluding amounts collected on behalf of third parties (for example taxes and duties collected on behalf of the government).

Annual Report 2024-25

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

Contract Balances

Trade Receivables

A receivable represents the Company’s right to an amount of consideration that is unconditional.

Contract liabilities

A contract liability is the obligation to transfer goods to a customer for which the Company has received consideration from the customer.

Interest Income

Interest income from financial assets is recognised using effective interest rate method.

Dividend Income

Dividend income is recognised when the Company’s right to receive the amount has been established.

(ix) Employee Benefits

Short-Term Employee Benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits. Benefits such as salaries, performance incentives, etc., are recognized as an expense at the undiscounted amount in the Statement of Profit and Loss of the year in which the employee renders the related service.

Post Employment Benefits

(a) Defined Contribution Plans

Payments made to a defined contribution plan such as Provident Fund and Family Pension maintained with Regional Provident Fund Office are charged as an expense in the Statement of Profit and Loss as they fall due.

(b) Defined Benefit Plans

The Company’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, after discounting the same. The calculation of defined benefit obligations is performed annually by qualified actuary using the projected unit credit method. Re-measurement of the net defined benefit liability, which comprise actuarial gains and losses are recognized immediately in “Other Comprehensive Income (OCI)”. Net interest expense (income) on the net defined liability (assets) is computed by applying the discount rate, used to measure the net defined liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in Statement of Profit and Loss. When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in Statement of Profit and Loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

Terminal Benefits

All terminal benefits are recognized as an expense in the period in which they are incurred.

(x) Borrowing Costs

Borrowing costs are interest and other costs that the Company incurs in connection with the borrowing of funds and is measured with reference to the effective interest rate applicable to the respective borrowing. Borrowing costs that are directly attributable to the acquisition of an asset that necessarily takes a substantial period of time to get ready for its intended use are capitalised as part of the cost of that asset till the date its ready for its intended use. Other borrowing costs are recognised as an expense in the period in which they are incurred.

(xi) Taxes on Income

Income tax expense comprises current tax and deferred income tax. Tax is recognized in the Statement of Profit and Loss except to the extent that it relates to items recognized in the Other Comprehensive Income or in equity. In which case, the tax is also recognised in Other Comprehensive Income or Equity.

Current Tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the income tax authorities, based on tax rate and laws that are enacted at the Balance Sheet date.

62 Annual Report 2024-25

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

Deferred Tax

Deferred income tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable profit.

Deferred income tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or assets realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The carrying amount of Deferred tax liabilities and assets are reviewed at the end of each reporting period.

(xii) Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognized, when there is a present legal or constructive obligation as a result of past events, where it is probable that there will be outflow of resources to settle the obligation and when a reliable estimate of the amount of the obligation can be made. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. Where the effect is material, the provision is discounted to net present value using an appropriate current market-based pre-tax discount rate and the unwinding of the discount is included in finance costs.

Contingent liabilities are recognised only when there is a possible obligation arising from past events, due to occurrence or non-occurrence of one or more uncertain future events, not wholly within the control of the Company, or where any present obligation cannot be measured in terms of future outflow of resources, or where a reliable estimate of the obligation cannot be made. Obligations are assessed on an ongoing basis and only those having a largely probable outflow of resources are provided for.

Contingent assets are not disclosed in the financial statements unless an inflow of economic benefits is probable.

(xiii)Leases

The Company assesses whether a contract is or contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

At the date of commencement of the lease, the Company recognises a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (shortterm leases) and leases of low value assets. For these short-term and leases of low value assets, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.

The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability. They are subsequently measured at cost less accumulated depreciation and impairment losses, if any. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset.

The lease liability is initially measured at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made.

A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a change in an index or rate used to determine lease payments. The re-measurement normally also adjusts the leased assets.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

(xiv)Foreign Currency Transactions

Transactions in foreign currency are recorded at the rate of exchange in force at the date of the transaction. Assets and Liabilities in foreign currency outstanding at the year end, if any, are stated at the rate of exchange prevailing at the close of the year and the resultant gain / loss is recognised in the Statement of Profit and Loss.

(xv) Cash and Cash Equivalents

The Company considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage.

Annual Report 2024-25 63

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

NOTE 2

Property, Plant and Equipment

Following are the changes in the carrying value of property, plant and equipment for the Year ended March 31, 2025:

	(Rupees in Lakhs)	(Rupees in Lakhs)	(Rupees in Lakhs)	(Rupees in Lakhs)
DESCRIPTION	Furniture & Fixtures	Office Equipment	Plant and equipment (Computers)	Total
Cost as at April 1, 2024 Additions Deletions Cost as at March 31, 2025 (A) Accumulated Depreciation upto March 31, 2024 (B) Depreciation for the Year Deletions Accumulated Depreciation upto March 31, 2025 (B) Net Carrying Amount as at March 31, 2025 (A) - (B)	0.31 - -	2.26 - -	7.75 0.95 -	10.32 0.95 -
	0.31	2.26	8.70	11.27
	0.01 0.03 -	1.74 0.12 -	7.11 0.20 -	8.86 0.35 -
	0.04	1.86	7.31	9.21
	0.27	0.40	1.39	2.06

Following are the changes in the carrying value of property, plant and equipment for the year ended March 31, 2024:

	(Rupees in Lakhs)	(Rupees in Lakhs)	(Rupees in Lakhs)	(Rupees in Lakhs)
DESCRIPTION	Furniture & Fixtures	Office Equipment	Plant and equipment (Computers)	Total
Cost as at April 1, 2023 Additions Deletions Cost as at March 31, 2024 (A) Accumulated Depreciation upto March 31, 2023 (B) Depreciation for the year Deletions Accumulated Depreciation upto March 31, 2024 (B) Net Carrying Amount as at March 31, 2024 (A)- (B)	0.01 0.30 -	2.26 - -	7.75 - -	10.02 0.30 -
	0.31	2.26	7.75	10.32
	- 0.01 -	1.60 0.14 -	6.96 0.15 -	8.56 0.30 -
	0.01	1.74	7.11	8.86
	0.30	0.52	0.64	1.46

64 Annual Report 2024-25

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

NOTE 3 Non-Current Investments

(Rupees in Lakhs)

				(Rupees in Lakhs)	(Rupees in Lakhs)	(Rupees in Lakhs)
Particulars	Face Value	As at March 31, 2025		As at March 31, 2024
		Number	Amount	Number		Amount
(1) Investment in Equity Instruments (Fully Paid up, Fair Valued through Other Comprehensive Income) Unquoted Investment : Equity Shares Ramgopal Synthetics Limited Weisser Trading Company Private Limited Aggregate Amount of Unquoted Investments Aggregate Provision for Impairment in Value of Investments	10 10	1,90,000 -	104.50 -	1,90,000 3,69,675		121.60 90.39
		1,90,000	104.50	5,59,675		211.99
			104.50 -			211.99 -
			(Rupees in Lakhs)
Particulars			As at March 31, 2025		As at March 31, 2024
NOTE 4 Loans - Non Current (Unsecured, considered good) Loans to Employees NOTE 5 Other Financial Assets (Unsecured, considered good) Security Deposits- Non Current Deposits with Related Party Deposits with Others NOTE 6 Other Non-Current Assets (Unsecured, considered good) VAT Deposit Receivables NOTE 7 Income Tax Assets Tax Deducted at Sources and Advance Income Tax NOTE 8 Inventories (Valued at Lower of Cost and Net Realisable Value) Stock in Trade (Acquired for trading)			0.54		0.24
			0.54		0.24
			0.50 -		0.50 0.10
			0.50		0.60
			3.77		3.77
			3.77		3.77
			24.10		21.89
			24.10		21.89
			29.46		9.51
			29.46		9.51

Annual Report 2024-25

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

	(Rupees in Lakhs)	(Rupees in Lakhs)
Particulars	As at March 31, 2025	As at March 31, 2024
NOTE 9 Trade Receivables (Unsecured, considered good, unless otherwise stated) Trade Receivables Less: Provision for Doubtfull Debts	5.54 (3.99)	95.42 (3.29)
	1.55	92.13

Disclosure of ageing of Trade receivables As At March 31, 2025

(Rupees in Lakhs)

Particulars	Outstandingfor following periods from due date ofpayment	Outstandingfor following periods from due date ofpayment	Outstandingfor following periods from due date ofpayment	Outstandingfor following periods from due date ofpayment	Outstandingfor following periods from due date ofpayment	Outstandingfor following periods from due date ofpayment	Total
	Not Due	Less than Six Months	6 Months - 1 Year	1-2 years	2-3 years	More than 3years
- Undisputed, consideredgood	-	-	-	1.55	-	-	1.55
- Undisputed, considered doubtful	-	-	-	1.96	-	2.03	3.99
Less: Provision for Doubtful Debts	-	-	-	(1.96)	-	(2.03)	(3.99)
- Disputed, consideredgood	-	-	-	-	-	-	-
- Disputed, considered doubtful	-	-	-	-	-	-	-

As At March 31, 2024

(Rupees in Lakhs)

Particulars	Outstandingfor following periods from due date ofpayment	Outstandingfor following periods from due date ofpayment	Outstandingfor following periods from due date ofpayment	Outstandingfor following periods from due date ofpayment	Outstandingfor following periods from due date ofpayment	Outstandingfor following periods from due date ofpayment	Total
	Not Due	Less than Six Months	6 Months - 1 Year	1-2 years	2-3 years	More than 3years
- Undisputed, consideredgood	-	81.87	10.26	-	-	-	92.13
- Undisputed, considered doubtful	-	-	1.26	-	-	2.03	3.29
Less: Provision for Doubtful Debts	-	-	(1.26)	-	-	(2.03)	(3.29)
- Disputed, consideredgood	-	-	-	-	-	-	-
- Disputed, considered doubtful	-	-	-	-	-	-	-

(Rupees in Lakhs)

		(Rupees in Lakhs)
Particulars	As at March 31, 2025	As at March 31, 2024
NOTE 10 Cash and Cash Equivalents a) Balances with Banks In Current Accounts b) Cash on Hand	57.70 2.15	72.31 1.59
	59.85	73.90

66 Annual Report 2024-25

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

(Rupees in Lakhs)

		(Rupees in Lakhs)
Particulars	As at March 31, 2025	As at March 31, 2024
NOTE 11 Loans - Current (Unsecured, considered good) Companies and Other Parties Employees NOTE 12 Other Current Financial Assets (Unsecured, considered good) Interest Receivables on Loans and Bank Deposits NOTE 13 Other Current Assets (Unsecured, considered good unless otherwise stated) Advances to Suppliers Considered Doubtful Less : Provision for Doubtful Advances Prepaid Expenses GST Input Receivables	871.00 0.60	713.50 0.44
	871.60	713.94
	-	12.20
	-	12.20
	197.69 (197.69)	197.69 (197.69)
	-	-
	0.30 76.62	0.10 70.29
	76.92	70.39

NOTE : 14 Share capital

a. Details of Authorised, Issued and Subscribed Share Capital

(Rupees in Lakhs)

Details of Authorised, Issued and Subscribed Share Capital		(Rupees in Lakhs)
Particulars	As at March 31, 2025	As at March 31, 2024
Authorised Capital 1,50,00,000 Equity Shares of Rs.10 each Issued, Subscribed and Paid up 1,45,00,000 Equity shares of Rs 10 each Less: Calls in Arrears	1,500.00 1,450.00 10.37	1,500.00 1,450.00 10.37
	1,439.63	1,439.63

Annual Report 2024-25 67

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

b. Reconciliation of Number of Shares at the beginning and at the end of the year

Particulars	As at March 31, 2025	As at March 31, 2025	As at March 31, 2024	As at March 31, 2024
	No. of shares	Rupees in Lakhs	No. of shares	Rupees in Lakhs
Shares outstanding at the beginning of the year Add: Shares issued during the year Shares outstanding at the end of the year	1,45,00,000 -	1,450.00 -	1,45,00,000 -	1,450.00 -
	1,45,00,000	1,450.00	1,45,00,000	1,450.00
Shareholders Holding Information
Shareholders Holding More than 5% of Shares in the Company	As at March 31, 2025		As at March 31, 2024
	No. of shares	Percentage	No. of shares	Percentage
*Ramgopal Textiles Limited	9,17,000	6.32%	16,39,500	11.30%
Mohanlal R. Jatia	12,35,400	8.52%	12,35,400	8.52%
SanjayM. Jatia(JointlyWith Others)	10,64,800	7.34%	10,64,800	7.34%
Ramgopal Synthetics Limited	8,83,000	6.09%	8,83,000	6.09%
*Ramgopal Investment & Trading Company Private Limited	17,44,296	12.03%	8,22,196	5.67%

c. Shareholders Holding Information

d. Rights Attached to Equity Shares

The Company has only one class of Equity Shares having par value of Rs 10. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts.

e. Details of Shares Held by the Promotors

Details of Shares Held by the Promotors
Promoters name	As at March 31, 2025		As at March 31, 2024		% change during the year
	No. of shares held	% of Holding	No. of shares held	% of Holding
1 *Ramgopal Textiles Limited	9,17,000	6.32	16,39,500	11.30	(4.98)
2 Ramgopal Synthetics Limited	8,83,000	6.09	8,83,000	6.09	-
3 *Ramgopal Investment and Trading Company Private Limited	17,44,296	12.03	8,22,196	5.67	6.36
4 *Tarapur Synthetics Private Limited	-	-	1,99,600	1.38	(1.38)
5 SanjayM. Jatia	61,800	0.43	61,800	0.43	-
6 Sanjay M. Jatia Jointly with Others (On Behalf of Kalpana Trading Corporation, Partnership Firm)	10,64,800	7.34	10,64,800	7.34	-
7 Sanjay M. Jatia Jointly with Others (On Behalf of J M TradingCorporation, PartnershipFirm)	4,55,000	3.14	4,55,000	3.14	-
8 Sanjay M. Jatia Jointly with Others (On Behalf of Ramgopal and Sons, PartnershipFirm)	2,03,500	1.40	2,03,500	1.40	-
9 Mohanlal R. Jatia	12,35,400	8.52	12,35,400	8.52	-
10 Mohanlal S. Jatia HUF	27,000	0.19	27,000	0.19	-
Total	65,91,796	45.47	65,91,796	45.45	-

*Acquisition pursuant to amalgamation of Ramgopal Textiles Limited and Tarapur Synthetics Private Limited (“Transferor Companies”) forming part of promoter group of the Company with Ramgopal Investment and Trading Company Private Limited (“Transferee Company”) forming part of promoter group of the Company as per the Scheme of Amalgamation approved by the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) vide its Order dated April 17, 2024. The certified copy of the

68 Annual Report 2024-25

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

said NCLT order received on April 24, 2024 was filed with MCA (in e-Form INC 28) on 27th May, 2024 by transferee Company. There is no change in the shareholding of the promoter and promoter group. (Post amalgamation shareholding of Ramgopal Investment and Trading Company Private Limited is 26,61,296 equity shares equivalent to 18.35%). The Company have already intimated the same to Stock Exchanges.

	(Rupees in Lakhs)	(Rupees in Lakhs)
Particulars	As at March 31, 2025	As at March 31, 2024
NOTE 15 Other Equity a) Capital Reserve As per Last Balance Sheet b) Securities Premium As per Last Balance Sheet c) Balance in the Statement of Profit and Loss As per Last Balance Sheet Transfer from Other Comprehensive Income Add: Loss for the year d) Other Comprehensive Income As per Last Balance Sheet Transfer to Retained Earning (Statement of Profit and Loss) Add/(Less): Acturial Gain/(Loss) on Defined Benefit Add/(Less): Fair Value Gain/(Loss) on Investments (Net of Tax)	17.31	17.31
	17.31	17.31
	1,039.70	1,039.70
	1,039.70	1,039.70
	(1,438.52) 15.53 (18.52)	(1,306.80) 34.92 (166.64)
	(1,441.51)	(1,438.52)
	90.98 (15.53) (5.92) (4.81)	112.34 (34.92) 0.84 12.72
	64.72	90.98
	(319.78)	(290.53)

a) Capital Reserve

Capital Reserve is created on account of subsidy received from State Government. The Same will not be used for distribution of dividend.

b) Securities Premium

Securities Premium is used to record the premium on issue of shares. The Reserve is utilised in accordance with the provision of Section 52 of The Companies Act, 2013.

c) Balance in Statement of Profit and Loss

Balance in Statement of Profit and Loss are the losses that the Company has incurred till date, less any transfers to general reserve, dividends or other distributions paid to Shareholders.

Annual Report 2024-25

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

(Rupees in Lakhs)

		(Rupees in Lakhs)
Particulars	As at March 31, 2025	As at March 31, 2024
NOTE 16 Long-Term Provisions Provisions for Employee Benefits Gratuity NOTE 17 Deferred Tax Liabilities On Fair Value Gains on Investments The Company has not recognised the Deferred Tax Assets on unabsorbed depreciation and carried forward losses, as considered appropriate by the Management, in the absence of virtual certainty of its realisation in future. NOTE 18 Trade Payables Total outstanding due to Micro and Small Enterprises Total outstanding due to Creditors other than Micro and Small Enterprises.	7.69	10.10
	7.69	10.10
	11.12	23.41
	11.12	23.41
	1.13 5.23	1.13 5.15
	6.36	6.28

Disclosure of ageing of Trade Payable

As at March 31, 2025

(Rupees in Lakhs)

Particulars	Outstandingfor following periods from Transection date	Outstandingfor following periods from Transection date	Outstandingfor following periods from Transection date	Outstandingfor following periods from Transection date	Outstandingfor following periods from Transection date	Total
	Unbilled (Provisions Made)	Less than 1 Year	1-2 years	2-3 years	More than 3 years
(i) Undisputed - MSME	1.13	-	-	-	-	1.13
(ii) Undisputed - Others	0.68	-	0.18	0.35	4.02	5.23
(iii) Disputed Dues - MSME	-	-	-	-	-	-
(iv) Disputed Dues - Others	-	-	-	-	-	-

As at March 31, 2024

(Rupees in Lakhs)

Particulars	Outstandingfor following periods from Transection date	Outstandingfor following periods from Transection date	Outstandingfor following periods from Transection date	Outstandingfor following periods from Transection date	Outstandingfor following periods from Transection date	Total
	Unbilled (Provisions Made)	Less than 1 Year	1-2 years	2-3 years	More than 3 years
(i) Undisputed - MSME	1.13	-	-	-	-	1.13
(ii) Undisputed - Others	0.61	-	0.18	0.34	4.02	5.15
(iii) Disputed Dues - MSME	-	-	-	-	-	-
(iv) Disputed Dues - Others	-	-	-	-	-	-

70 Annual Report 2024-25

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

	(Rupees in Lakhs)	(Rupees in Lakhs)
Particulars	As at March 31, 2025	As at March 31, 2024
NOTE 19 Other Current Liabilities Statutory Dues Payable NOTE 20 Current Provisions Provisions for Employee Benefits Gratuity	0.51	1.15
	0.51	1.15
	29.32	21.98
	29.32	21.98

Annual Report 2024-25 71

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

(Rupees in Lakhs)

		(Rupees in Lakhs)
Particulars	For the Year Ended March 31, 2025	For the Year Ended March 31, 2024
NOTE 21 Revenue from Operations Sales of products (stock in trade) NOTE 22 Other Income Interest Income on : Loans Given Income Tax Refund Fixed Deposit (Margin Money) Insurance Claim Sundry Balances Written Back NOTE 23 Purchase of Stock-in-Trade (Traded goods) NOTE 24 Changes in Inventories of Stock-in-Trade Opening Inventory Stock in Trade Closing Inventory Stock in Trade Changes in Inventory	148.20	1,099.55
	148.20	1,099.55
	77.26 0.19 - - 0.40	50.42 0.24 2.97 3.00 -
	77.85	56.63
	166.93	918.53
	166.93	918.53
	9.51	262.43
	9.51	262.43
	29.46	9.51
	29.46	9.51
	(19.95)	252.92

72 Annual Report 2024-25

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

		(Rupees in Lakhs)	(Rupees in Lakhs)
Particulars		For the Year Ended March 31, 2025	For the Year Ended March 31, 2024
NOTE 25 Employee Benefits Expense Salaries, Wages and Bonus Contributions to Provident Funds and Other Funds Staff Welfare Expenses NOTE 26 Finance Costs Interest Expenses on Borrowings and Others NOTE 27 Other Expenses Rent and Compensation Rates and Taxes* Insurance Repairs and Maintenance: Plant and Equipment Others Auditors’ Remuneration : Audit Fees Certification Directors’ Sitting Fees Brokerage and Commission Freight, Transport, Loading and Unloading Legal and Professional Travelling and Conveyance Communication Expenses Printing and Stationery Bank Charges Exchange Fluctuation (Loss) Bad Debts and Sundry Balances Written Off Provision for Bad and Doubtful Debts Miscellaneous Expenses	1.62 0.17	63.82 0.87 1.79	55.75 0.60 1.59
		66.48	57.94
		0.03	14.41
		0.03	14.41
		0.72 5.32 0.15 1.79 1.35 0.98 - 0.37 6.25 0.85 4.71 3.55 0.01 - 0.10 0.70 3.75	0.72 6.94 1.01 1.58 0.09 1.25 - 0.36 0.84 12.57 28.98 0.96 5.41 4.37 2.82 3.37 0.02 3.29 4.14
	1.25 0.10

		30.60	78.72

Including Arrears of Goods and Service Tax of Rs. 1.73 Lakhs; Previous Year Rs. 3.33 Lakhs.

Annual Report 2024-25 73

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

NOTE 28

Earnings per Share (EPS)

Basic EPS amount is calculated by dividing the profit/(Loss) for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amount is calculated by dividing the profit/(Loss) attributable to equity holders of the Company (after adjusting profit impact of dilutive potential equity shares, if any) by the aggregate of weighted average number of Equity shares outstanding during the year and the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares of the Company.

shares into Equity shares of the Company.
Particulars	March 31, 2025	March 31, 2024
i. Profit/(Loss) Attributable to Equity Holders Loss for the year (Rupees in Lakhs) ii. Weighted Average Number of Ordinary Shares (In Numbers) Issued Ordinary Shares Add/(Less): Effect of Shares Issued/ (Bought Back) Weighted Average Number of Shares at March 31 for Basic and Diluted EPS iii. Basic and Diluted Earnings per Share (In INR)	(18.52)	(166.64)
	(18.52)	(166.64)
	1,45,00,000 -	1,45,00,000 -
	1,45,00,000	1,45,00,000
	(0.13)	(1.15)

NOTE 29

Disclosure of Financial Ratios

Ratio	Formula	FY 2024-25	FY 2023-24	% of Variation	Remarks
Current Ratio	Current Assets / Current Liabilities	28.72	33.05	13.11	-
Debt EquityRatio	Total Debt / Total Equity	-	-	-	-
Debt Service Coverage Ratio	Earnings before Interest, Tax and Depriciation / Interest + Repayment of Loan	-	-	-	-
Return on Equity Ratio	Profit After Tax / Average Net Worth	(0.02)	(0.14)	87.99	Decreased due to lower Losses Incurred duringtheyear.
InventoryTurnover Ratio	Turnover /Average Inventory	7.61	8.09	5.95	-
Trade Receivables Turnover Ratio	Value of Sales / Average Trade Receivable	3.16	10.26	69.15	Improved due to decrease in Trade Receivables.
Trade Payables Turnover Ratio	Purchases / Average Trade Payable	26.41	144.42	81.71	Increased due to decrease in Purchases.
Net Capital Turnover Ratio	Value of Sales / Net Worth	0.13	0.96	86.17	Decreased due to decrease in Turnover.
Net Profit Ratio	Profit after Tax / Value of Sales	(0.12)	(0.15)	17.54	-
Return on Capital Employed	Net Profit after Tax + Deferred Tax Expenses/(Income) + Finance Cost - Other Income/ Average Net Worth	(0.08)	(0.17)	50.17	Improved due to decrease in Losses during the year.
Return on Investments	Dividend Income+Profit on Sale of Investments/Average Value of Investments	0.10	0.11	10.88	-

74 Annual Report 2024-25

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

NOTE 30:

Defined Benefit Plan:

Gratuity

In accordance with the Payment of Gratuity Act, 1972, the Company is required to provide post employment benefit to its employees in the form of gratuity. The present value of the obligation under such defined benefit plan is determined at each balance sheet date based on an actuarial valuation using the projected unit credit method.

In accordance with Ind AS 19, the disclosures relating to defined benefit plan (Unfunded Gratuity) are provided below :

i. Reconciliation of net Defined Benefit Liability

(Rupees in Lakhs)

Reconciliation of net Defined Benefit Liability		(Rupees in Lakhs)
Particulars	March 31, 2025	March 31, 2024
Reconciliation for present value of defined benefit obligations Defined benefit obligation at the beginning of the year Current service cost Interest cost Acquisition (credit)/ cost Actuarial (gains) losses recognised in Other Comprehensive Income arising from changes in financial assumptions arising from changes in demographic assumptions arising on account of experience changes Past Service Cost Benefits paid directly by the company Benefits paid from plan assets Defined Benefit Obligation at the end of the year	32.08 2.16 1.52 0.77 - 5.15 - (4.67) -	29.48 2.06 1.38 0.09 - (0.93) - - -
	37.01	32.08

Amount recognised in Balance Sheet	(Rupees in Lakhs)	(Rupees in Lakhs)
Particulars	March 31, 2025	March 31, 2024
Defined benefit obligation Fair value of plan assets Net Defined Benefit Liabilities/(Assets)	37.01 -	32.08 -
	37.01	32.08
Expense recognised in the Statement of Profit and Loss and Other Comprehensive Income (Rupees in Lakhs)
Particulars	March 31, 2025	March 31, 2024
(i) Expense recognised in the Statement of Profit and Loss Current service cost Interest cost (ii) Expense recognised in the Other Comprehensive Income Actuarial (gains) losses on defined benefit obligations arising from changes in financial assumptions arising from changes in demographic assumptions arising on account of experience changes	2.16 1.52	2.06 1.38
	3.68	3.44
	0.77 - 5.15	0.09 - (0.93)
	5.92	(0.84)

Annual Report 2024-25

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

iv. Actuarial Assumptions

The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages).

Particulars	March 31, 2025	March 31, 2024
Financial Assumptions Discount rate Salary escalation Demographic Assumptions Mortality rate Withdrawal Rate	6.55% 6.00% IALM 2012-14 IALM 2012-14	7.20% 6.00% IALM 2012-14 IALM 2012-14

v. Sensitivity Analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.

(Rupees in Lakhs)

			(Rupees in Lakhs)	(Rupees in Lakhs)
Particulars	March 31, 2025		March 31, 2024
	Increase	Decrease	Increase	Decrease
Discount rate(0.5% movement)	36.41	37.66	31.67	32.53
Salary escalation (0.5% movement)	37.46	36.83	32.29	31.83

The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occuring at the end of the reporting period.

vi. Maturiy Profile of Defined Benefit Obligation

(Rupees in Lakhs)

Maturiy Profile of Defined Benefit Obligation		(Rupees in Lakhs)
Expected Cash Flows	March 31, 2025	March 31, 2024
Year 1 Cash Flow Year 2 Cash Flow Year 3 Cash Flow Year 4 Cash Flow Year 5 Cash Flow Year 6 to Year 10 Cash Flow	29.32 0.42 0.44 0.45 0.46 2.08	21.98 6.31 0.28 0.29 0.3 1.45

The future Accrual is not considered in arriving at the above Cash-Flows.

The expected contribution for the next year is Rs. 29.32 Lakhs.

The weighted average duration (Years) as at valuation date is 3.72 years.

NOTE 31

Financial Instruments – Fair Values and Risk Management

(a) Financial Risk Management

The Company’s principal financial liabilities comprise loans and borrowings, trade and other payables. The purpose of these financial liabilities is to finance the Company’s operations and to provide to support its operations. The Company’s principal financial assets trade and other receivables and cash and cash equivalents that derive directly from its operations.

The Company’s activities exposes it to Liquidity Risk, Market Risk and Credit Risk. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised as below.

76 Annual Report 2024-25

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

i. Liquidity Risk

The risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk management implies maintenance sufficient cash including availability of funding through an adequate amount of committed credit facilities to meet the obligations as and when due.

The Company manages its liquidity risk by ensuring as far as possible that it will have sufficient liquidity to meet its short term and long term liabilities as and when due. Anticipated future cash flows, undrawn committed credit facilities are expected to be sufficient to meet the liquidity requirements of the Company.

The following is the contractual maturities of the financial liabilities:

(Rupees in Lakhs)

Particulars	Carring Amount	1-12 Months	More Than 12 Months
As At March 31, 2025
Borrowings	-	-	-
Trade Payables	6.36	6.36	-
Other Financial Liabilities	-	-	-

(Rupees in Lakhs)

Particulars	Carring Amount	1-12 Months	More Than 12 Months
As At March 31, 2024
Borrowings	-	-	-
Trade Payables	6.28	6.28	-
Other Financial Liabilities	-	-	-

ii. Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity price risk.

a) Foreign Currency Risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company does not have foreign currency exposure as at the year end.

b) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of the financial instruments will fluctuate because of changes in market interest rates. The Company does not have any borrowings at the year end.

iii. Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. The Company is exposed to credit risks from its operating activities, primarily trade receivables, cash and cash equivalents, deposits with banks and other financial instruments.

Annual Report 2024-25 77

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

(b) Financial Assets and Liabilities - Fair Value Measurment Hierarchy

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels as on 31st March 2025.

March 31, 2025	Note No.	Carryingamount (Rupees in Lakhs)	Carryingamount (Rupees in Lakhs)	Carryingamount (Rupees in Lakhs)	Carryingamount (Rupees in Lakhs)	Fair value (Rupees in Lakhs)	Fair value (Rupees in Lakhs)	Fair value (Rupees in Lakhs)	Fair value (Rupees in Lakhs)
		FVTPL	FVTOCI	Amortised Cost	Total	Level 1	Level 2	Level 3	Total
Non-Current Financial assets Investments Loans Other non-current financial assets Current Financial assets Trade receivables Cash and cash equivalents Loans Other current financial assets Current Financial liabilities Trade payables	3 4 5 9 10 11 12 18	- - - - - - -	104.50 - - - - - -	- 0.54 0.50 1.55 59.85 871.60 -	104.50 0.54 0.50 1.55 59.85 871.60 -	- - - - - - -	104.50 - - - - - -	- - - - - - -	104.50 - - - - - -
		-	104.50	934.04	1,038.54	-	104.50	-	104.50
		-	-	6.36	6.36	-	-	-	-
		-	-	6.36	6.36	-	-	-	-

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels as on 31st March 2024.

March 31, 2024	Note No.	Carryingamount (Rupees in Lakhs)	Carryingamount (Rupees in Lakhs)	Carryingamount (Rupees in Lakhs)	Carryingamount (Rupees in Lakhs)	Fair value (Rupees in Lakhs)	Fair value (Rupees in Lakhs)	Fair value (Rupees in Lakhs)	Fair value (Rupees in Lakhs)
		FVTPL	FVTOCI	Amortised Cost	Total	Level 1	Level 2	Level 3	Total
Non-Current Financial assets Investments Loans Other non-current financial assets Current Financial assets Trade receivables Cash and cash equivalents Loans Other current financial assets Current Financial liabilities Trade payables	3 4 5 9 10 11 12 18	- - - - - - -	211.99 - - - - - -	- 0.24 0.60 92.13 73.90 713.94 12.20	211.99 0.24 0.60 92.13 73.90 713.94 12.20	- - - - - - -	211.99 - - - - - -	- - - - - - -	211.99 - - - - - -
		-	211.99	893.01	1,105.00	-	211.99	-	211.99
		-	-	6.28	6.28	-	-	-	-
		-	-	6.28	6.28	-	-	-	-

78 Annual Report 2024-25

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

NOTE 32

Capital Management

For the purpose of the Company’s capital management, capital includes issued capital and other equity reserves. The primary objective of the Company’s Capital Management is to maximise shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The Company monitors capital using Adjusted net debt to equity ratio. For this purpose, adjusted net debt is defined as total debt less cash and bank balances

(Rupees in Lakhs)	(Rupees in Lakhs)	(Rupees in Lakhs)
Particulars	As at March 31, 2025	As at March 31, 2024
Current borrowings Gross Debt Less : Cash and cash equivalents Less : Bank Balances Other Than Cash and cash equivalents Adjusted Net Debt Total Equity	- - 59.85 - (59.85) 1,119.85	- - 73.90 - (73.90) 1,149.10
Adjusted Net Debt to Equity Ratio	N.A.	N.A.

NOTE 33

Related Party Information

A. Names of the Related Parties

i) Enterprises where exercising Significant Influence Exercised:

Ramgopal Synthetics Limited

Ramgopal Textiles Limited*

J. M. Trading Corporation

ii) Key Management Personnel:

Sanjay M. Jatia - Chairman & Managing Director

Divya Modi - Non-Executive Director

Pannalal Jyotshi - Independent Director

Arun Kumar Modi - Independent Director

Navalkishor Gadia - Chief Financial Officer

Manorama Yadav - Company Secretary & Compliance Officer

Annual Report 2024-25 79

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

B. The following transactions were carried out with the related parties in the ordinary course of business.

(Rupees in Lakhs)

					(Rupees in Lakhs)	(Rupees in Lakhs)
Nature of Transaction	Enterprises where significant influence exercised		Key management personnel		Total
	2024 - 2025	2023 - 2024	2024 - 2025	2023 - 2024	2024 - 2025	2023 - 2024
Rent - J. M. TradingCorporation	0.72	0.72	-	-	0.72	0.72
Director SittingFees:
Divya Modi	-	-	0.30	0.09	0.30	0.09
Pannalal Jyotshi	-	-	0.40	0.15	0.40	0.15
Arun Kumar Modi	-	-	0.28	0.12	0.28	0.12
Managerial Remuneration:
SanjayM. Jatia	-	-	12.00	12.00	12.00	12.00
Navalkishor Gadia	-	-	12.04	12.04	12.04	12.04
Manorama Yadav	-	-	18.29	13.21	18.29	13.21
Cancellation of SecurityTaken:
Ramgopal Textiles Limited	-	700.00	-	-	-	700.00
Cancellation of Guarantee Taken:
Ramgopal Textiles Limited Sanjay M. Jatia	-	700.00	-	-	-	700.00

C.	Closing Balances of Related Parties. (Rupees in Lakhs)	Closing Balances of Related Parties. (Rupees in Lakhs)	Closing Balances of Related Parties. (Rupees in Lakhs)	Closing Balances of Related Parties. (Rupees in Lakhs)
	Particulars		As at March 31, 2025	As at March 31, 2024
	1. 2.	Deposits: J. M. Trading Corporation Investments (At Cost): Ramgopal Synthetics Limited	0.50 19.00	0.50 19.00

Notes:

Related parties relationship is as identified by the Company and relied upon by the Auditors.
No amounts pertaining to related parties have been provided for as doubtful debts. Also, no amounts has been written off/ back.
All related parties transactions entered during the year were in ordinary course of the business and are on arm’s length basis.
Related parties transactions have been disclosed on the basis of value of transactions in terms of the respective contracts.
*Amalgamated with Ramgopal Investment and Trading Company Private Limited vide NCLT, Mumbai Order Dated 17th April, 2024 which became effective from 27th May, 2024 (Appointed date being 1st April, 2023).

NOTE 34

Contingent Liability not provided for in respect of:

(Rupees in Lakhs)

Contingent Liability not provided for in respect of:		(Rupees in Lakhs)
Particulars	March 31, 2025	March 31, 2024
Disputed Sales Tax Demand	3.77	3.77

NOTE 35

Balances of certain trade receivables, loans and advances given and trade payables are subject to confirmation/reconciliation. In the opinion of the Board, the difference as may be noticed on such reconciliation will not be material.

80 Annual Report 2024-25

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

NOTE 36

Operating Leases

The Company has taken certain godowns under cancelable operating leases. The lease agreements are usually renewable by mutual consents on mutually agreeable terms. Rent payment of Rs. 0.72 Lakhs (Previous Year Rs. 0.72 Lakhs) has been disclosed as rent in the Note No. 27 ‘Other Expenses’.

NOTE 37

Disclosure as required under Section 186 (4) of the Companies Act, 2013

Loans Given:


Loans Given: (Rupees in Lakhs)
Name of Parties	Balance as at March 31, 2025	Balance as at March 31, 2024
Arun Jatia HUF Cheerful Commercial Private Limited Foundation Engineering Co., G. T. Stock Vision Private Limited	- - 256.00 615.00	25.00 390.00 101.50 197.00
Total	871.00	713.50

Note : All above loans have been given for Business Purposes.

Investments (at Cost): (Rupees in Lakhs)	Investments (at Cost): (Rupees in Lakhs)	Investments (at Cost): (Rupees in Lakhs)
Name of Parties	Balance as at March 31, 2025	Balance as at March 31, 2024
Ramgopal Synthetics Limited Weisser TradingCo. Private Limited	19.00 -	19.00 74.86
Total	19.00	93.86

NOTE 38

The Company’s main business is trading of Polymer and Yarn etc. Accordingly, there are no separate reportable segment as per IND AS 108.

NOTE 39

Other Statutory Information:

(i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company do not have any transactions with struck off Companies.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period, except for eight charges created between the period from 1993 to 1999 where date of satisfaction is not reflected on the MCA portal and therefore, shown as outstanding. These are being regularised.
(iv) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or;
(b) Provide any guarantee, security or the like to or on behalf of the Ultimate beneficiaries.
(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or;

Annual Report 2024-25

Ramgopal Polytex Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(vii) The Company do not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(viii)The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
(ix) The Company is not declared wilful defaulter by any bank or financial institution or lender during the year.

NOTE 40

Recent Accounting Pronouncements

a) New and amended standards adopted by the Company:

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. MCA has notified Ind AS – 117 Insurance Contracts & consequential amendments to the other standards and amendments to Ind AS 116 – Leases, relating to sale and leaseback transactions, applicable to the Company w.e.f. April 1, 2024.

The Company has reviewed this new pronouncement and based on its evaluation has determined that it does not have any impact in its financial statements.

B) New Standards/Amendments notified but not yet effective:

On May 7, 2025, MCA has notified amendment to Ind AS 21 on determining when a currency is non-exchangeable and require estimation of the spot exchange rate using observable market-based inputs applicable from May 7, 2025.

The Company is in the process of evaluating the impact of the above amendment which is not expected to have any material impact on the financial statements of the Company.

NOTE 41

The Indian Parliament has approved the Code on Social Security, 2020 (“the Code”) which, inter alia, deals with employee benefits during employment and post-employment, and the same has received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code and recognise the same when the Code becomes effective.

NOTE 42

Figures for the previous years have been regrouped / restated wherever necessary to conform to current year’s presentation.

NOTE 43

Approval of Fianancial Statements

The financial statements were approved for issue by the Board of Directors on May 22, 2025.

As per our attached report of Even Date

For SHANKER AND KAPANI Chartered Accountants Firm Registration No : 117761W

For and on Behalf of Board of Directors

PAWAN KUMAR RUNGTA Partner Membership No. 42902

Sanjay M Jatia Pannalal N Jyotshi Chairman and Managing Director Director DIN: 00913405 DIN: 07248640 Navalkishor Gadia Manorama Yadav Chief Financial Officer Company Secretary Membership No. A36619

Place : Mumbai Date : May 22, 2025

Annual Report 2024-25

NOTES

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AI assistant

Ramgopal Polytex Ltd — Annual Report 2025

61258_rns_2025-09-05_780b1d29-50b6-49c3-9ffa-3dfc5a6190f5.pdf

BOARD OF DIRECTORS:

CHIEF FINANCIAL OFFICER:

COMPANY SECRETARY & COMPLIANCE OFFICER:

CIN:

ISIN:

LISTED AT:

STATUTORY AUDITORS:

OFFICE:

Registered Office:

NOTICE

ORDINARY BUSINESS:

SPECIAL BUSINESS:

Place: Mumbai

Regd. Office:

NOTES:-

Ramgopal Polytex Limited

Voting through electronic means

Process and manner for members opting for Remote e-voting are as under:

CDSL e-Voting System – For remote e-voting and e-voting during AGM and Joining Virtual Meeting(s)

Ramgopal Polytex Limited

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM/EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

Regd. Office:

DETAILS IN TERMS OF REGULATION 36 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 IN RESPECT OF THE SPECIAL BUSINESS TO BE TRANSACTED AT THE MEETING:

Item No. 3

To consider and appoint M/s. Uma Lodha & Co., a sole proprietorship firm of Practicing Company Secretaries, (Membership No. 5363 & COP No. 2593) as the Secretarial Auditors of the Company:

Ramgopal Polytex Limited

Item No. 4

To consider and appoint Mr. Nishant Tolchand Ranka (DIN: 06609705) as Non-Executive Independent Director of the Company:

Brief Profile of Mr. Nishant Tolchand Ranka:

Regd. Office:

ANNEXURE TO NOTICE

DIRECTORS’ REPORT

Dear Members,

1. FINANCIAL RESULTS:

2. DIVIDEND:

3. TRANSFER TO RESERVES:

4. SHARE CAPITAL:

5. OPERATIONS AND FUTURE OUTLOOK:

6. CHANGE IN NATURE OF COMPANY’S BUSINESS:

Ramgopal Polytex Limited

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

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

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

10. INTERNAL FINANCIAL CONTROLS:

11. SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

12. PUBLIC DEPOSITS:

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

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

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:

16. AUDITORS AND AUDIT REPORTS:

Statutory Auditors

Auditors’ Report

Details in respect of Frauds Reported by Auditors

Internal Auditors

Secretarial Auditors, Audit Report, Secretarial Compliance Certificate

17. ACCOUNTING TREATMENT:

18. EXTRACT OF ANNUAL RETURN:

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Retirement by Rotation and subsequent re-appointment

Independent Director:

1) Appointment:

Ramgopal Polytex Limited

2) Retirement:

Declaration of independence from Independent Directors

Key Managerial Personnel

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

Committees of the Board

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

23. NOMINATION & REMUNERATION POLICY:

24. CORPORATE GOVERNANCE REPORT:

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

26. VIGIL MECHANISM-WHISTLE BLOWERS POLICY:

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

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

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

30. COST RECORD:

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

Ramgopal Polytex Ltd Annual Report 2025