Flair Writing Industries Ltd

Dear Members, Your Directors have pleasure in presenting the 9th (Ninth) Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2025.

The financial performance of your Company for the Financial Year ended March 31, 2025 is summarized below:

H ( in Lakhs)

The Consolidated Financial Statements of your Company for the Financial Year 2024-25 (‘FY 2024-25') ended March 31, 2025 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act'), Indian Accounting Standards (‘Ind AS') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘SEBI (LODR) Regulations'] which shall also be provided to the Members in their forthcoming Annual General Meeting (‘AGM').

During the year under review, the Standalone revenue from operations increased by 3.35% to H 94931.44 lakhs as against H 91866.27 lakhs in the previous financial year. The net profit after tax decreased by 5.12% to H 11211.27 lakhs as against H 11816.46 lakhs in the previous financial year. The consolidated revenue from operations increased by 10.3% to H 107986.03 lakhs as against H 97872.48 lakhs in the previous financial year. The consolidated net profit after tax increased by 0.5% to H 11908.43 lakhs as against H 11848.11 lakhs in the previous financial year.

In India, our products are distributed through an extensive and well-integrated nationwide sales and distribution network,

Your Company has not accepted any deposits during the year under review falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

Your Company has not transferred any amount to General Reserve for the FY 2024-25.

During the year under review, there was no change in the nature of business of the Company

The Board of Directors of the Company in their meeting held on June 09, 2023 approved and adopted a Policy on Distribution of Dividend to comply with Regulation 43A of SEBI (LODR) Regulations and the same is uploaded on website of the Company at https://flairworld.in/DataFiles/ CorporateGovernance/CorporatePolicies/Corporatepolicy_ Dividend_Distribution_Policy.pdf

The Board is pleased to recommend a dividend of H 1/- per equity share of the Company of H5/- each (20%) for the year ended March 31, 2025. The Board recommended dividends based on the parameters laid down in the Dividend Distribution Policy and the dividend will be paid out of the profits for the year. The said dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting ("AGM") scheduled to be held on Tuesday, August 19, 2025. If approved, the dividend would result in a cash outflow of H 10,53,95,378 (Rupees Ten Crore Fifty-Three Lakh Ninety-Five Thousand Three Hundred Seventy-Eight).

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020, and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report.

The Company has complied with the applicable provisions of Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).

The Authorised Share Capital of the Company is H 550,000,000/- (Rupees Five Hundred Fifty Million only) divided into 110,000,000 (One Hundred and Ten million) Equity Shares of face value of H 5/- (Rupees Five only) each. There is no change in the share capital of the Company.

During the year under review, there has been no change in the face value of Issued, Subscribed and Paid-up Equity Share Capital of the Company. The face value of Issued, Subscribed and Paid-up Equity Share Capital is H5/- each fully paid-up.

To comply with the provisions of Sections 177 and 188 of the Act, along with relevant Rules and Regulation 23 of SEBI (LODR) Regulations, your Company obtained prior approval of the Audit Committee before engaging in related party transactions.

Throughout the fiscal year 2024-25, all related party transactions (RPTs), as defined under the Act and Listing Regulations, were conducted in the ordinary course of business and at arm's length. These transactions did not fall under the purview of Section 188 of the Act of 2013 and its associated rules. No significant transactions with related parties that posed conflicts of interest necessitated Company approval as per Listing Regulations. Furthermore, there were no such transactions that necessitated reporting in Form No. AOC-2, as per Section 134(3) (h) in conjunction with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Routine transactions with related parties, such as promoters, holdings, subsidiaries, and associates, were reported in compliance with Indian Accounting Standard 24 (IND AS 24), detailed in the Annual Report for the year ending March 31, 2025. The Company has established a Policy on Related Party Transactions in accordance with the Act and SEBI (LODR) Regulations. This policy ensures comprehensive processes for reporting, approval, and disclosure of transactions between the Company and related parties. The policy document is available for reference on the Company's website at https://www.flairworld.in/DataFiles/ CorporateGovernance/CorporatePolicies/Corporatepolicy_ Policy_on_Materiality_of_Related_Party_Transactions.pdf

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Standalone Financial Statements.

The Company has not accepted any deposit (under Rule 2(1)(c) of the Companies [Acceptance of Deposits] Rules, 2014) within the meaning of Sections 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

During the year under review, your Company incorporated a wholly-owned subsidiary and a step-down subsidiary in the name and style of M/s. Monterosa Stationery Private Limited and M/s. Flomaxe Stationery Private Limited respectively.

The following are the details of the Company's subsidiaries:

The Company does not have any associates and joint venture companies.

To comply with the provisions of Section 129(3) of the Act, a separate statement containing salient features of Financial Statements of Subsidiaries, Associates and Joint Venture of your Company (including their performance and financial position) in prescribed Form AOC-1 forms part of this annual report as Annexure – I.

Financial Statements of the aforesaid Subsidiary companies are kept open for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holiday up to the date of AGM i.e. August 19, 2025 between 11:00 a.m. to 5:00 p.m. as required under Section 136 of the Act. Any member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or Corporate Office. The Financial Statements including the Consolidated Financial Statements and all other documents required to be attached with this Report have been uploaded on website of the Company under Investor Relations page at https://flairworld.in/

To comply with the provisions of Regulation 16(1)(c) of SEBI (LODR) Regulations, the Board of Directors of the Company have approved and adopted a Policy for determination of Material Subsidiary. As on March 31, 2025, none of the subsidiaries are identified as a material subsidiary of the Company in terms of the said Policy. Policy for determination of Material Subsidiary is uploaded on website of the Company at https://www.flairworld.in/DataFiles/CorporateGovernance/ CorporatePolicies/Corporatepolicy_Policy_on_Determining_ Material_Subsidiary.pdf

To comply with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Khubilal Jugraj Rathod (DIN: 00122867) and Mr. Rajesh Khubilal Rathod (DIN: 00122907), Whole-time Directors, are liable to retire by rotation at the ensuing AGM and being eligible, seek re-appointment. The Board of Directors, on the recommendation of Nomination and Remuneration Committee (‘NRC'), recommended their re-appointment for consideration by the Members at the ensuing AGM. Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations and are in compliance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties as Independent Directors of the Company. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity (including the proficiency) and fulfils the conditions specified in the Act read with Rules made thereunder and SEBI (LODR) Regulations and are eligible & independent of the management.None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act. Brief resume and other details of the Directors being appointed/re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (LODR) Regulations, is separately disclosed in the Notice of ensuing AGM.

During the year under review, Mr. Khubilal Jugraj Rathod- Chairman (DIN: 00122867), Mr. Vimalchand Jugraj Rathod (DIN- 00123007)- Managing Director, Mr. Rajesh Khubilal Rathod (DIN – 00122907), Mr. Mohit Khubilal Rathod (DIN- 00122951) and Mr. Sumit Rathod (DIN- 02987687), Whole-time Directors of the Company, Mr. Alpesh Ambalal Porwal - Chief Financial Officer w.e.f. July 03, 2024 and Mr. Vishal Chanda, Company Secretary and Compliance officer of the Company, continued to be the Key Managerial Personnel of your Company in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Mr. Mayur Gala, Chief Financial Officer, has resigned w.e.f. June 29, 2024 and Mr. Alpesh Ambalal Porwal was appointed as the Chief Financial Officer w.e.f. July 03, 2024.

To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunder and Regulation 17(10) of SEBI (LODR) Regulations, the Board has carried out the annual performance evaluation of the Directors individually including the Independent Directors (wherein the concerned Director being evaluated did not participate), Board as a whole and following Committees of the Board of Directors:

i. Audit Committee; ii. Risk Management Committee; iii. Nomination and Remuneration Committee; iv. Stakeholders' Relationship Committee; and v. Corporate Social Responsibility Committee.

The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report which forms part of this report. Board is responsible to monitor and review the evaluation framework.

Further, to comply with Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors also evaluated the performance of Non-Independent Directors, Chairman and Board as a whole at a separate meeting of Independent Directors held on January 30, 2025.

The number of meetings of the Board and various Statutory Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, the Company's Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company is uploaded on website of the Company at https://www.flairworld.in/DataFiles/ CorporateGovernance/CorporatePolicies/Corporatepolicy_ Nomination_Remuneration_Policy.pdf.

The Policy includes, inter alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management Personnel and other employees of the Company.

The statement of disclosure of remuneration under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules'), is attached to this report as Annexure – II.

The statement containing particulars of top 10 employees and particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders, excluding the aforesaid Annexure. The said statement is also available for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holiday up to the date of AGM i.e. August 19, 2025 between 11:00 a.m. to 5:00 p.m. None of the employees listed in the said Annexure are related to any Director of the Company.

In compliance with the Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, M/s. Jeswani & Rathore, Chartered Accountants, (FRN: 104202W) were re-appointed as Statutory Auditors of the Company by the shareholders of the Company in its Seventh Annual General Meeting held on June 26, 2023, to hold office for a period of 3 (three) consecutive years from the conclusion of the 7th (Seventh) Annual General Meeting until the conclusion of the 10th (Tenth) Annual

General Meeting to be held in year 2026. They have also confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Statutory Auditor's Report for the FY 2024-25 does not contain any qualification, reservation or adverse remark and forms part of the Annual Report. The Statutory Auditors have not reported any fraud under Section 143(12) of the Act.

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable on the Company for the FY 2024-25.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Board of Directors on recommendation of the Audit Committee, has appointed M/s. KPUB & Co, Company Secretaries (Firm Registration No.: P2015MH069000) to conduct Secretarial Audit of your Company.

The Secretarial Audit Report for the FY 2024-25 with reservation, qualification or adverse remark (if any) is attached to this report as Annexure - III.

As per Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 the listed entity shall submit to the stock exchanges disclosures of related party transactions every six months on the date of publication of its standalone and consolidated financial results. However, Disclosure of related party transactions of the Company for the six months' period ended March 31, 2024, was filed 2 days after the date of publication of its standalone and consolidated financial results for the year ended March 31, 2024 on the Stock Exchanges.

In this regard, your Company confirms that the matter was placed before the Board, and the Company has taken note of the delay. Necessary steps have been taken to strengthen internal processes and ensure timely compliance with all applicable regulatory requirements in the future.

In compliance with the provisions of the SEBI Listing Regulations, on the recommendation of the Audit Committee, the Board of Directors recommended the appointment of M/s KPUB & CO. (KPUB) (Firm Registration No. P2015MH069000) as the Secretarial Auditor of the Company for a term of five (5) consecutive years, commencing from FY 2025-26 till FY 2029-2030, to conduct the Secretarial Audit of the Company and to issue the Secretarial Audit Report. The proposal forms part of the notice of 9th AGM.

M/s KPUB & CO. had confirmed their eligibility and independence and had also expressed their willingness to accept the appointment upon approval. Brief profile of the Secretarial Auditors is available on the website of the Company at http://kpub.co.in/

The Board of Directors of the Company has appointed M/s. ASA & Associates LLP, Chartered Accountants (Registration No. AAB- 7688) as the Internal Auditor of the Company for the FY 2024-25. The reports submitted by the Internal Auditor have been reviewed by the Audit Committee at regular intervals.

Your Company has in place adequate Internal Financial Controls. The report on Internal Financial Controls issued by M/s. Jeswani & Rathore, Chartered Accountants, Statutory Auditors of the Company is annexed to the Audit Report on the Financial Statements of the Company and does not contain any reportable weakness in the Company.

The Company continued to have ISO 9001:2008 certification for ‘Quality Management System Standard' and ISO 14001:2004 certification for ‘Environment Management System Standard'.

Risk Management is integral to your Company's strategy andfortheachievementofourlong-termgoals.Oursuccess as an organisation depends on our ability to identify and leverage the opportunities while managing the risks.

The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewingtheriskmanagementprocessintheCompanyand ensuring that the risks are brought within acceptable limits. There is no major risk which may threaten the existence of the Company Our approach to risk management is designed to provide reasonable assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to Company's Senior Management, the Audit Committee, the Risk Management Committee and the Board. Your Company has framed and implemented a robust Risk Management Policy for the assessment, evaluation and minimisation of risk, which may be accessed at https://www.flairworld. in/DataFiles/CorporateGovernance/CorporatePolicies/ Corporatepolicy_Risk_Management_Policies_and_ Procedure.pdf.

To comply with the provisions of Section 134 of the Act and Rules made thereunder, your Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013. During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In compliance with the General Circular No. G.S.R. 357(E) dated May 30, 2025 issued by the Ministry of Corporate Affairs, the details of the complaints received during the Financial Year 2024-25 by the Company are as follows:

The company is in compliance with the provisions of the Maternity Benefit Act, 1961. The company provides maternity leaves and other necessary facilities and entitlements as mentioned under the law. There are no discriminatory practices followed against women employees due to maternity or childbirth. The company ensures gender equality and women's welfare at the workplace.

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of SEBI (LODR) Regulations, the Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters/dealings within the Company. The same is detailed in the Corporate Governance Report which forms part of this report as Annexure- VIII.

Your Company has a Corporate Social Responsibility Policy which is uploaded on website of the Company at https:// www.flairworld.in/DataFiles/CorporateGovernance/ CorporatePolicies/Corporatepolicy_Corporate_Social_ Responsibility.pdf. Annual Report on CSR activities for the FY 2024-25 as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure - IV.

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Directors state that:

a) in the preparation of the annual accounts for the FY 2024-25, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 your Company as at March 31, 2025 and of the profits of the Company for the period ended on that date;

c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls were adequate and operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Management Discussion & Analysis Report for the Financial Year 2025, as stipulated under Regulation 34(2) (e) of SEBI (LODR) Regulations, forms part of the Annual Report as Annexure - V.

Business Responsibility and Sustainability Report for the FY 2024-25 describing the initiatives taken by the Company from an Environment, Social and Governance perspective as stipulated under Regulation 34(2)(f) of SEBI (LODR) Regulations forms part of the Annual Report as Annexure - VI.

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

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations is attached to this report as Annexure - VIII.

The certificate from M/s. KPUB & Co, Practicing Company Secretaries confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of one-time settlement of the Company with any bank or financial institution.

The Equity Shares of the Company are listed on the National Stock Exchange of India Limited and BSE Limited. Both these stock exchanges have nation-wide trading terminals. Annual listing fee for the FY 2024-25 has been paid to the National Stock Exchange of India Limited and BSE Limited.

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company is uploaded on website of the Company at https://www.flairworld.in/investor-relation.aspx

During the year under review, no Research & Development was carried out.

Statements in the Board's Report and the Management Discussion & Analysis Report describing the Company's objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

Your Directors confirm that no disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:

1. Issue of equity shares with differential voting rights as to dividend, voting or otherwise.

2. The Whole-time Directors of the Company does not receive any remuneration or commission from any of its subsidiaries.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

4. Issue of Sweat Equity Shares.

5. There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of one-time settlement of the Company with any bank or financial institution.

Your Company's organizational culture upholds professionalism, integrity and continuous improvement across all functions as well as efficient utilization of the Company's resources for sustainable and profitable growth.

Your Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from various Government Authorities, Banks/Financial Institutions and other stakeholders such as members, customers and suppliers, among others. Your Directors also commend the continuing commitment and dedication of employees at all levels which has been vital for the Company's success. Your Directors look forward to their continued support in future.