Flex Foods Ltd

#DRStart#

Your Directors have pleasure in presenting this 34^th Annual Report together with Audited Financial Statements of the Company for the financial year ended 31 st March, 2024. FINANCIAL RESULTS: The summarized financial results for the year ended 31 ^st March, 2024 and for the previous year ended 31st March, 2023 are as follows: [Rs. in Lacs]

During the year under review, your Company achieved total revenue and net profit of Rs 12,168.69 Lakhs and Rs. (2593.24) Lakhs respectively, as against total revenue and Net Profit of Rs. 11,790.93 Lakhs and Rs (1059. Lakhs respectively during the previous financial year ended 31^st March, 2023. The comprehensive details of performance of the Company have been given in the Management Discussion and Analysis Report appended hereto.

The paid-up equity share capital outstanding as on 31st March, 2024 was Rs.12.45 Crore. During the year under review, the Company has neither issued Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity. As on 31st March, 2024 none of the Directors of the Company except the following held shares or convertible instruments of the Company: Shri Ashok Chaturvedi 7,610 Equity shares

An amount of Rs. 17,96,975/- (Rupees Seventeen Lakhs Ninety Six Thousand Nine Hundred Seventy Five) was transferred to Investor Education and Protection Fund (IEPF) during the year under review.

As per the provision of Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, the Company has transferred 34,004 (Thirty-Four Thousand and Four) Equity Shares on which Dividend was not paid for more than seven years to the Investor Education and Protection Fund (IEPF) during the year under review.

Yours Directors are pleased to recommend a dividend of Rs. 0.50 (Rupees Fifty Paisa) per equity share of Rs.10/- each (5%) for the financial st March, 2024 after considering business exigencies.

The Register of Members and Share Transfer Books of the Company shall remain closed from Saturday, 3^rd August, 2024 to Tuesday, 27^th August, 2024 (both days inclusive). The Dividend, as recommended by the Board, if declared at the meeting, will be paid to those members or their mandates: a) Whose names appear as Beneficial owners as at the end of business hours on Friday, the 2^nd August, 2024 in the list of Beneficial Owners to be furnished by National Securities Depository Limited and Central Depository Services (India) Limited in respect of the shares held in electronic form; and b) Whose names appear as members in the Register of Members of the Company as on Friday the 2^nd August, 2024.

There is no change in the nature of business of the Company.

None of the Director of the Company are disqualifiedunder the provision of the Companies Act, 2013 or under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. Pradeep Narendra Poddar was appointed as an Additional Independent Director by the Board of Directors of the Company w.e.f. 21st July, 2023. Further, the appointment of Mr. Pradeep Narendra Poddar was regularized and approved by the shareholders at the 33^rd Annual General Meeting held on 18^th August, 2023.

Further, Mr. Rajendra Kumar Mishra, whose second term as an Independent Director expired on 15^th August, 2023, has ceased to be the Director of the Company. The Board of Directors place on record their appreciation for the valuable contribution made during their tenure as Directors of the Company.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rahul Razdan, Whole-time Director (DIN: 09290572) of the Company retires by rotation and being eligible, offers himself for re-appointment.

The present term of engagement of Mr. Rahul Razdan, as Whole-time Director & CEO in terms of approval granted by the shareholders of the Company at the 31st Annual general meeting of the Company held on 24^th September, 2021 comes to a close on 23^rd August, 2024. The Nomination and Remuneration Committee in their meeting held dated 22^nd May, 2024 have recommended his re-appointment as Whole-time Director & CEO of the Company for a period of 3 (three) years w.e.f. 24^th August, 2024 and further the Board of Directors in their meeting held on 27^th May, 2024 have approved the same subject to the approval of the shareholders in the general meeting of the Company. All the Independent Directors of your Company have given declarations inter-alia confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors are related to each other within the meaning of the term "relative" as per Section 2(77) of the Companies Act, 2013.

The annexed financial

2023-24 and corresponding figures for 2022-23 comply in all material aspects with the Indian Accounting Standards notified under section 133 of the Companies Act, 2013 (the Act), the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act as modified from time to time.

On the basis of compliance certificates Internal Auditors of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors of the Company from time to time, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a. that in the preparation of the Annual Accounts for the financial year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. that the Company has selected such accounting policies and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the Profit/Loss of the Company for the year ended on that date; c. that proper and 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. that the annual accounts have been prepared on a going concern basis; e. that proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively. f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

The Company’s Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company’s established policies and procedures have been followed. The Audit Committee constituted by the Board reviewed the internal controls and financial reporting issues with Internal Auditors and Statutory Auditors.

There were no subsidiaries, associates and joint ventures during the period under review. However, the Company is an Associate Company of Uflex Limited

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 and hence no details pursuant to Rule 8(5)(vi) of the Companies (Accounts) Rules, 2014 are reported.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTSstatements for the Financial Year There were no loans and investments during the financial under review. Further, the Company has not executed any Corporate Guarantee during the year under review.

The related party transactions entered during the financialyear were on Arm’s Length Basis and were in the ordinary course of business. Therefore, the provisions of section 188(1) of the received from the Companies Act, 2013 are not applicable. However, suitable disclosure has been made in the notes to the Financial Statements.

Further, the policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website www. flexfoodsltd.com at the weblink https://www.flexfoodsltd.com/ pdf/Related-Party-Policy.pdf.

In accordance with the requirements of Section 135 of the Companies Act, 2013, your Company has a Corporate Social Responsibility (CSR) Committee, which comprises of Mr. Rahul Razdan, Chairman, Mrs. Indu Liberhan, Member and Mr. Pradeep Narendra Poddar, Member. The terms of reference of the Corporate Social Responsibility (CSR) Committee are provided in the Corporate Governance Report and are as per the provisions of the Companies care has been taken Act, 2013 for and the rules framed thereunder. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at http://www.flexfoodsltd. . During the year, Mr. Pradeep Narendra Poddar was appointed as the member of the Corporate Social Responsibility Committee w.e.f. 12^th August, 2023 and Mr. Rajendra Kumar Mishra ceased to be the member of the Corporate Social Responsibility Committee w.e.f. 12^th August, 2023. The Company considers social responsibility as an integral part of its business activities and endeavors to utilize allocable CSR budget for the benefit of society and environment. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as "Annexure - A" and forms part of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as "Annexure - B".

Risk Managementis qualifi cation, reservation or adverse remark or disclaimer veryimportantpartofanybusiness. Company’s Risk Management Policy divides Risk into two broad categories; one Risk Associated at the Transactional Level and the other Risk Associated at the Decision-Making Level.

In respect of the Risk Associated at Transactional Level, the company has appropriate control mechanism and operating effectiveness Legal Compliance. The company has created appropriate structures with proper delegation of duties and responsibilities of employee at each level on enterprise basis for compliances thereof. In respect of Risk Associated at Decision Making level like political, social & economic, market, technology, capital structure, foreign exchange & interest rate, they are evaluated before taking any strategic & financial decisions Adequacy and operative effectivenessof the Internal Financial Control and ensuring Legal Compliance are periodically reviewed by the Management, Internal Auditors, Statutory Auditors and the Audit Committee.

A detailed note has been provided under Management Discussion and Analysis Report appended hereto.

Fraud-free and corruption-free work culture has been the core of the Company’ functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the company has put even greater emphasis to address this risk.

To meet this objective, a Whistle Blower Policy has been laid down. The said policy as approved by the Board was uploaded on the Company’s website www.flexfoodsltd.com at weblink http://www.flexfoodsltd. . No instances of unethical behavior actual or suspected fraud or violation of the Companies Code of Conduct or ethics policy and to report instances of leak of unpublished price sensitive information

There are no significant and material orders passed by any Regulator or Court, which would impact the going concern status of the Company and its future operations.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s MJMJ & Associates LLP, Chartered Accountants (Firm Registration No. 027706N/N400013), were re-appointed as Statutory

Auditors of the Company for a further term of 5 (Five) years to hold office ^nd Annual General Meeting of the Company held on 05^th August, 2022 until the conclusion of the 37^th Annual General Meeting to be held for the financial year 2026-27. The Report given by M/s. MJMJ & Associates LLP, Chartered Accountants (Firm Registration No. 027706N/N400013)), Statutory Auditors on the financial statement of the Company for the year 2023-2024 is part of the Annual Report. There is no in their Report. During the year under review, the Statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed to the Boards Report. The Report of the Internal Financial Controls and ensure of the Statutory Auditors on the financial statements including relevant notes on the accounts for the Financial Year ended 31st March, 2024 are self-explanatory and therefore do not call for any further comments and there were no qualifications, reservations or adverse remarks.

The Board of Directors of your Company have re-appointed M/s. KAAP & Associates, Chartered Accountants, Delhi (Firm Registration No. 019416N) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2024-2025.

The Board of Directors of your Company have re-appointed M/s Mahesh Gupta & Co., Practicing Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2024-2025. The Report of the Secretarial Auditors for the financial year 2023-2024 is annexed to the Directors Report as per "Annexure - C". Further there were no qualifications, reservations or adverse remarks made by the secretarial auditors in this secretarial audit report.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings. .pdf

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.

There was no instance of one-time settlement with any Bank or Financial Institution.

The Annual Return of the Company as on 31st March, 2024 is available on the Company’s website and can be accessed at https://www.flexfoodsltd.com/pdf/Annual_Return/Annual Return_2023_2024.pdf.

During the year under review, four Board Meetings, four meetings of Audit Committee, one meeting of Nomination and Remuneration Committee, one meeting of CSR Committee and four meetings Stakeholders Relationship Committee were convened and held, the details of which are given in Corporate Governance Report appended hereto.

The Audit Committee comprises of Mrs. Indu Liberhan as the Chairperson, Mr. Pradeep Narendra Poddar, Member, Mr. Arvind Mahajan, Member, and Mr. Rahul Razdan, Member. More details about the Committee are given in the Corporate Governance Report appended hereto.

During the year, Mr. Pradeep Narendra Poddar was appointed as the member of the Audit Committee w.e.f. 12^th August, 2023 and Mr. Rajendra Kumar Mishra ceased to be the member of the Audit Committee w.e.f. 12^th August, 2023.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There has been no material change and commitments occurred, between the end of the financial year of the Company i.e., 31st March, 2024 and the date of this report affecting financial position of the Company.

The company has Nomination and Remuneration Policy for Directors, Key Management Personnel and Senior Management Personnel. The said policy is available at https:// www.flexfoodsltd. pdf

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 Report 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 the ensuing Annual General Meeting. Member interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per "Annexure - D".

The provisions of maintenance of cost records specified by the

Central Government under subsection-(1) of section 148 of the Company’s Act, 2013 for the products dealt/manufacture by the Company are not applicable to the Company.

Pursuant to the Provisions of the Companies Act, 2013 and under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Nomination and Remuneration Committee and the Board has carried out an Annual Performance Evaluation of its own performance and that of its committees and all the Directors individually. The evaluation of Non-Independent Directors, Chairman and the Board as a whole was done at a separate meeting by the Independent Directors.

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 with the Stock Exchanges. A separate Report on Corporate Governance along with Report on Management Discussion and Analysis is enclosed as part of this Report as "Annexure E & F".

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. No complaint was received from any employee during the financial year 2023-2024 and hence no complaint is outstanding as on 31^st March, 2024 for redressal. PERSONNEL _Remuneration_Policy. Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciations for the continued, sincere and devoted services rendered by all the employees of the Company.

The Directors express their gratitude and thanks to all the Institutions & Banks, Government Authorities where company’s operations are carried out, Shareholders, Customers, Suppliers and other Business Associates for their continued co-operation and patronage.

For & On behalf of the Board