Shareholders meeting

Date: September 08, 2026 The Manager The National Stock Exchange of India Limited BSE Limited Exchange Plaza, Plot No. C/1, G Block, Corporate Relationship Department Bandra Kurla Complex, 1st Floor, New Trading Ring, Bandra (E), Mumbai – 400 051 Rotunda Building, P.J Towers, Dalal Street, Fort, Mumbai -400001 ISIN Code- INE370E01029 NSE Scrip code - VIVIDHA BSE Scrip ID – VIVIDHA BSE Scrip Code - 506146 Subject: Notice convening 43rd Annual General Meeting along with the Annual Report for the financial year 2025‐26. Dear Sir/Madam, Ref: Regulation 30 and 34 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. Pursuant to Regulation 30 and Regulation 34(1) of the Securities and Exchange Board of India Listing Obligation and Disclosure Requirements) Regulations, 2015, please find enclosed the following documents, which are being sent to the shareholders of the Company through electronic mode. 1. Notice of the 43rd Annual General Meeting of the Company scheduled to be held on Wednesday, 30th September, 2026 at 11.00 a.m. at “Vyanjan Banquet Hall” 46, First Floor, Oshiwara Link Plaza, Next to Oshiwara Police Station, Near Maheshwari Bhawan, above “Vyanjan” Sweets, Link Road, Extn, Andheri (West), Mumbai-400102; and 2. The Annual Report of the Company for the financial year 2025-26. Kindly take the above on record and acknowledge the receipt of the same. Thanking You. Yours faithfully, For Visagar Polytex Limited Tilokchand Kothari Managing Director DIN: 00413627 VISAGAR POLYTEX LIMITED 907/908, Dev Plaza, S. V. Road, Opp. Andheri Fire Station, Andheri (W), Mumbai, Maharashtra, 400058 Tel. No. 022-4603 7495 Email ID: contact@visagar.com Website: www.visagarpolytex.in CIN: L65990MH1983PLC030215 INDEX Corporate information - Notice of Annual General Meeting -2 Director's Report -41 Secretarial Audit Report - Corporate Governance Report -77 Management Discussion and Analysis Report -92 Financial Statements - CORPORATE INFORMATION BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL Tilokchand Kothari Executive Director-Chairperson-MD Vikramjit Singh Gill Executive Director Kaushal Yadav Non-Executive - Independent Director Sachin Mehta Chief Financial Officer Madhubala Vaishnav Non-Executive - Independent Director Kuldeep Kumar Non-Executive - Independent Director Vikasjeet Singh Non-Executive - Non-Independent Director Neelam Raj Company Secretary & Compliance Officer REGISTERED OFFICE AND CORPORATE OFFICE 907/908, Dev Plaza, Opp. Andheri Fire Station, S. V. Road, Andheri (W), Mumbai-400058 STATUTORY AUDITORS SECRETARIAL AUDITORS M/S Bhatter & Associates M/s Kirti Sharma & Associates Chartered Accountants 41/A, Tara Chand Dutta Street, Kolkata-700 073 212, 2nd Floor, Kimmat Rai Building, Maharshi Karve Road, Mumbai - 400002. INTERNAL AUDITOR BANKERS M/s. Lakhpat M. Trivedi, Chartered HDFC BANK LTD. Accountant REGISTRAR & SHARE TRANSFER AGENT Adroit Corporate Services (P) Limited 19/20, Jafferbhoy Industrial Estate, 1st floor, Makwana Road, Marol Naka, Andheri(East), Mumbai- 400059 Tel No.: 28596060/28503748 Website: www.adroitcorporate.com BOARD COMMITTEES & ITS COMPOSITION AUDIT COMMITTEE Kaushal Yadav Chairperson Madhubala Vaishnav Member Kuldeep Kumar Member NOMINATION AND REMUNERATION COMMITTEE Kaushal Yadav Chairperson Madhubala Vaishnav Member Kuldeep Kumar Member STAKEHOLDER RELATIONSHIP COMMITTEE Kaushal Yadav Chairperson Madhubala Vaishnav Member Kuldeep Kumar Member Annual Report_2025-26 1 VISAGAR POLYTEX LIMITED CIN: L65990MH1983PLC030215 Regd. Off.: 907/908, Dev Plaza, Opp. Andheri Fire Station, S.V. Road, Andheri (West), Mumbai, Maharashtra, India, 400058. Tel: 022-4603 7495, Website: www.visagarpolytex.in, Email: contact@visagar.com NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the 43rd Annual General Meeting of the Members of M/s. VISAGAR POLYTEX LIMITED will be held on Wednesday, 30th September, 2026 at 11:00 a.m. at “Vyanjan Banquet Hall” 46, First Floor, Oshiwara Link Plaza, Next to Oshiwara Police Station, Near Maheshwari Bhawan, Above “ Vyanjan” Sweets, Link Road, Extn, Andheri (West), Mumbai-400102, to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2026 and the Reports of the Board of Directors and the Auditors thereon. 2. To appoint a Director in place of Mr. Vikramjit Singh Gill (DIN: 08875328), who retires by rotation and being eligible, offers himself for re-appointment. RESOLVED THAT, pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Vikramjit Singh Gill (DIN: 08875328), who retires by rotation, be and is hereby re-appointed as a director liable to retire by rotation. 3. Appointment of Statutory Auditor “RESOLVED THAT pursuant to Sections 139(8), 139, 142 and other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, and based on the recommendation of the Audit Committee and the Board of Directors, approval of the Members be and is hereby accorded to the appointment of Ms. Riddhi Kishor Trivedi, Chartered Accountant (Membership No. 611547), made by the Board of Directors to fill the casual vacancy caused by the resignation of M/s. Bhatter & Associates, Chartered Accountants, to hold office until the conclusion of this 43rd Annual General Meeting; and further, Ms. Riddhi Kishor Trivedi, having furnished her consent and certificate of eligibility under Section 141 of the Act, be and is hereby appointed as the Statutory Auditor of the Company for a term of five consecutive years from the conclusion of this 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting, at such remuneration plus applicable taxes and reimbursement of reasonable out-of-pocket expenses as may be fixed by the Board of Directors in consultation with the Statutory Auditor.” “RESOLVED FURTHER THAT the Board or any duly constituted Committee of the Board, be and is hereby authorised to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto, to give effect to the foregoing resolution.” Annual Report_2025-26 2 SPECIAL BUSINESS 4. To approve Material Related Party Transactions 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 188 of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date, Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the Company’s policy on Related Party transaction(s), approval of Shareholders be and is hereby accorded to the Board of Directors of the Company to enter into contract(s)/ arrangement(s)/ transaction(s) with Visagar Financial Services Limited, Shalimar Productions Limited, Maharashtra Corporation Limited, Trisha Studios Limited and Visagar Textiles Private Limited, Njoymax OTT Entertainment Pvt Ltd, Sagar Portfolio Services Ltd, Jagrecha Finance And Trades Private Limited related parties within the meaning of Section 2(76) of the Act and Regulation 2(1) (zb) of the Listing Regulations, grant and avail loan services to carry day to day business activity on such terms and conditions as the Board of Directors may deem fit, up to a maximum value of Rs. 25 Crore (Rupees Twenty Five Crores Only) for each related party for the financial year 2026-27, provided that the said contract(s)/ arrangement(s)/ transaction(s) so carried out shall be at arm’s length basis and in the ordinary course of business of the Company. “RESOLVED FURTHER that the Board of Directors be and is hereby autho [Showing first 8,000 characters — download PDF for full document]