Purity Flex Pack Ltd

Dear Members,

The Board of Directors are pleased to present the Company's 36^th Annual Report and the Company's 3

Audited Financial Statements for the Financial Year ended on 31^st March, 2024.

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

(Rs. in lakhs, except

per equity share data)

The turnover including other income of the Company for the Financial Year 2023-24 amounted to Rs. 10,802.24 Lakhs as against last year's Rs. 11,568.37 Lakhs. The Profit before exceptional items and tax is Rs. 121.59 Lakhs as against Rs. 120.26 Lakhs of last year. Profit for the year is Rs. 93.47 Lakhs as against Rs. 96.66 Lakhs of last year.

As per the provisions of Section 92(3) read with Section 134(3) of the Act, Annual Return for the Financial Year ended on 31^st March, 2024, in prescribed Form No. MGT 7 is available on the website of the Company on https://www.puritvflexpack.com/reports/annual-return/MGT%207%202024.pdf

In view of retain the resources and future expansion, your directors have not recommended dividend for the year ended 31^st March, 2024.

The Authorised Share Capital of the Company is Rs. 6,00,00,000/- (Rupees Six Crores Only) divided into 60,00,000 Equity Shares of Rs. 10/- each.

There was no change in the capital structure of the Company during the Financial Year under review. The paid up Equity Share capital as on 31^st March, 2024 was Rs. 1,07,34,000/-.

The Company's shares are listed on BSE under Scrip Code 523315. The ISIN code of the Company is INE898O01010.

There was no change in the nature of business during the Financial Year under review.

The Company does not have any Subsidiary, Associate &Joint Venture Company.

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The disclosures as required under Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed as Annexure I of

this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

The Board met six (6) times during the Financial Year. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

As on 31^st March, 2024 the Board had three committees viz. the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee. A majority of the committees consists entirely of independent directors. During the year, all recommendations made by the committees were approved by the Board.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report.

The Financial Statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS are prescribed under 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. Accounting policies have been consistently applied except where a newly-issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

The directors confirm that:

i. In preparation of the annual accounts for the Financial Year ended 31^st March, 2024, the applicable accounting standards have been followed and there are no material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for that period.

iii. They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls, which are adequate and are operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws, and such systems are adequate and operating effectively.

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

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the Financial Year to which the Financial Statements relate and the date of this report.

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of 31^st March, 2024, the Board had eight members, two of whom are executive directors, two non-executive and non-independent directors and four independent directors. There is one Woman director on the Board. The policy of the Company on directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at www.purityflexpack.com.We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

There was no qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports.

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements provided in this Annual Report.

The particulars, as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure II to the Board's report.

In terms of the provisions of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis is set out as Annexure III of this Annual Report.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure IV.

The Company is engaged in the business of packaging. There is no change in the business of the Company during the Financial Year ended 31^st March, 2023. Further information on the business overview and outlook and state of the affairs of the Company is discussed in detail in the Management Discussion & Analysis.

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the said Rules, your Company has adoptedCSR policy with the approval of the Board. It may be accessed on the Company's website at the www.purityflexpack.com.

The Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure V, which forms part of this Report. The Company has not constituted the Corporate Social Responsibility Committee ('CSR Committee) as per Section 135(9) of the Act, where the amount of CSR to be spent does not exceed fifty lakh rupees, the requirement of constitution of Corporate Social Responsibility shall not be applicable and the functions of such committee shall be discharged by the Board of Directors of the Company.

Your Company is committed to CSR and strongly believes that the business objectives of the Company must be in congruence with the legitimate development needs of the society in which it operates. During the year under review the Company incurred a CSR Expenditure of Rs.8.20 lakhs which was more than statutory limits required to be spent by the Company.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Vaishali Amin, Director of the Company, retires by rotation at the ensuing AGM. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee has recommended her re-appointment.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Amendment Rules, 2019.

The Company has a policy for performance evaluation of the Board, Committees and other Individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-Executive Directors and Executive Directors.

In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out annual performance evaluation of the Chairperson, the non-independent directors and the Board as a whole. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees. A consolidated report was shared with the Chairman of the Board for his review and giving feedback to each Director.

The Company has a well defined process in place to ensure appropriate identification and mitigation of risks. The Risk Management has been entrusted by the Board with the responsibility of identification and mitigation plans for ongoing operations of the Company. Elements of risks to the Company are listed in the notes to the Financial Statements.

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

The code of conduct has been put on the Company's website www.purityflexpack.com. The members of the board and senior management personnel have affirmed the compliance with the Code applicable to them during the year ended 31^st March, 2024. The Annual Report contains declaration to this effect signed by Mr. Anil Patel - Chief Executive Officer (MD) of the Company.

The Company's Statutory Auditors, M/s. Shah Mehta and Bakshi, Chartered Accountants (Firms' Registration No: 203824W),) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 34^thAnnual General Meeting held on 25^th June, 2022 on a remuneration mutually agreed upon by the Board of Directors based on the recommendation of the Audit Committee and the Statutory Auditors.

The requirement of seeking ratification of members for continuing the appointment of Statutory Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017 w.e.f. May 7, 2018.

M/s. Shah Mehta and Bakshi, Chartered Accountants have confirmed that they are eligible and are in compliance with the provisions specified under Section 141(3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014.

The Report of the Statutory Auditor forming part of the Annual Report does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

The Board had appointed Mr. Devesh R. Desai, Practicing Company Secretary, to conduct a secretarial audit for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended 31^st March, 2024 is attached herewith as Annexure VI. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

In terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, it is hereby confirmed that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

The Board of Directors at its meeting held on 27^th May, 2024 has appointed M/s. Chetan Gandhi and Associates, Cost Accountants (FRN. 101341), as the Cost Auditors for conducting the Cost Audit for the Financial Year 2024-25. As required under the Act, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification.

The Cost Audit report for the Financial Year ended 31^st March 2024; after being taken on record by the Board shall be filed with MCA within the stipulated time.

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Compliance Officer in advance.

During the year under review, your Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In terms of Section 177(9) of the Companies Act, 2013, Rules framed there under and Regulation 22 of the SEBI Listing Regulations, the Company has put in place a system through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website of the Company www.purityflexpack.com.

The CEO and CFO have certified to the Board with regard to the Financial Statements and other matters as required under Regulation 17(8) read with Part B of Schedule II to the SEBI Listing Regulations.

All the properties of the Company have been adequately and appropriately insured.

Your directors place on record their deep appreciation to all the employees of the Company for their whole-hearted efforts as well as collective dedication, commitment and contribution, which is vital in achieving the overall growth of the Company.

Your directors would also like to thank the vendors, suppliers, bankers, financial institutions, employee unions, members, customers, dealers, Government authorities, Regulatory authorities, stock exchanges and all other business associates, consultants' and other stakeholders for their continued cooperation and support extended to the Company and the Management.

We look forward to continued support of all these associates in the future.

On behalf of the Board For Purity Flexpack Limited

Place: Vanseti Date: 27^th May, 2024