Flexituff Ventures International Ltd

<dhhead>DIRECTORS' REPORT</dhhead>

To,

The Members,

Flexituff Ventures International Limited

The Board of Directors hereby presents its 31^st Director's Report on business & operations of your Company ('the Company' or 'FVIL') along with Audited Financial Statements (Standalone & Consolidated) for the financial year ended 31^st March, 2024.

FINANCIAL RESULTS

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

(Rs. in Millions)

STATE OF COMPANY'S AFFAIRS

During the year under review, the company has achieved consolidated total revenue from operation of Rs. 6040.38 million in comparison to Rs. 9279.41 million in previous year. Your Company has loss for the year of Rs. (1840.94) million in comparison to Rs. (1262.05) million in previous year.

During the year under review, the company has achieved Standalone total revenue from operation of Rs. 6064.31 million in comparison to Rs. 9294.74 million in previous year. Your Company has loss for the year of Rs. (1850.88) million in comparison to Rs. (1045.02) million in previous year.

DIVIDEND

During the year under review, Company didn't generate enough revenue/surplus to declare dividend, hence your Board do not propose any dividend for the Financial Year ended 31^st March, 2024.

SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2024 was Rs. 307.04 Million divided into 3,07,04,082 shares of Rs. 10/- each.

The Company has converted 3821276 warrants into Equity Shares on 14^th October, 2023, 18^th October, 2023, 19^th October, 2023, 30^th October, 2023 and 31^st October, 2023 which resulted in increase of equity share from 2,68,82,806 equity shares to 3,07,04,082 equity shares.

DEPOSITS

The Company has not accepted any deposits from the public, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review forms part of the Annual Report.

AWARDS & CERTIFICATIONS

Company is certified for BRC Global Standard for Packaging Material (BRCGS), ISO 9001:2015 (for Quality Management System), ISO 14001:2015 (for Environmental Management System Standard), ISO 22000:2018 (for Food and Safety Management System Standard), ISO 45001:2018- (Occupational Health and safety), Certification under Jewish Dietary Law by Kosher Certification Limited, Compliance with Islamic Shariah Law and Safety Management System and certificate from Quality council of India for Workplace Assessment for Safety and Hygiene (WASH).

The Company has received the Country's Highest Exporter Award for FIBC through PLEXCOUNCIL, Ministry of Commerce, for 13 years in a row.

The Company has also achieved recognition from all its foreign buyers for its delivery and services. In geo-textile sector, the Company has received appreciation for its unique products and new technologies being introduced to solve the problems of the country especially related to flood protection & water cleaning.

AMOUNTS TRANSFERRED TO RESERVES

During the year under review no amount was transferred to the reserves.

CREDIT RATING

The credit rating assigned by CARE Rating as on was "D" rating for the Long term loan and "D" for Short term NonFund Based Limits, which indicates "negative" outlook.

SUBSIDIARIES / JOINT VENTURE / ASSOCIATES

The Company has 2 Direct Subsidiaries, 1 Indirect Subsidiary, 6 Joint Ventures and 5 LLPs as on 31^st March, 2024.

There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries and Joint Ventures.

DIRECT SUBSIDIARIES

Flexituff Technology International Limited (Formerly known as Flexituff FIBC Limited)

Flexiglobal Holdings Limited, Cyprus.

INDIRECT SUBSIDIARIES

Flexiglobal (UK) Limited, UK

JOINT VENTURE/LLP

Flexituff Javed Ahmed LLP Flexituff Hi-Tech LLP Flexituff SA Enterprise LLP Flexituff Sailendra Kalita LLP Ujjivan LUIT LLP

#Budheswar Das Flexituff International Limited JV #Sanyug Enterprises Flexituff International Limited JV #Vishnu Construction Flexituff International Limited JV #Mayur Kartick Barooah Flexituff International Limited JV

#Flexituff Shailendra Kalita JV #Flexituff Pulin Borgohain JV

# reckoned as subsidiary on the basis of control.

Pursuant to the provisions of Section 136 of the Companies Act, 2013 the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are put up on the website of the Company (www.flexituff.com) and shall be made available upon request of any member of the Company interested in obtaining the same and shall also be kept for inspection on all working days, during business hours, at the Registered Office of the Company and that of the Subsidiary Companies concerned.

Company has formulated a policy for determining material subsidiaries, which can be accessed at the below link:-

(https://flexituff.com/wp-content/uploads/2024/08/CSR-

Policy-30.05.2024.pdf)

Further, pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial data of the Company's Subsidiaries & Joint Ventures is mentioned in Form AOC- 1 as Annexure A of the board's report.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards,

i.e. SS-1 & SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively have been duly followed by the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

a) in the preparation of annual accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) the Directors 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 loss of the Company for that period.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") forms an integral part of this Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

RELATED PARTY TRANSACTION

There have been no other materially significant Related Party Transactions between the Company & the Directors, Management, Subsidiaries or relatives except for those disclosed in the Financial Statements.

Accordingly, particulars of Contracts or Arrangements with Related Party Transactions referred to in Section 188(1) of the Act in Form AOC-2 does not form part of Directors' Report.

A Policy on Related Party Transactions as approved by the Board can be accessed on the Company's website at:

(http://flexituff.com/wp-content/uploads/2022/09/Policies-Programmes-RPT.pdf)

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR policy can be accessed on the Company's website at:

(https://flexituff.com/wp-content/uploads/2024/08/CSR-

Policy-30.05.2024.pdf)

The Annual Report on CSR activities is annexed herewith marked as Annexure B to this Report.

RISK MANAGEMENT

In today's volatile environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor & take precautionary measures in respect of the events that may pose risks for the business. The Board & Audit Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis by keeping Risk Management Report before the Board & Audit Committee periodically.

The Risk Management Policy can be accessed on the Company's website at:

(http://flexituff.com/wp-content/uploads/2022/09/Policies-Programmes-Risk-management-POLICY.pdf)

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this Report.

DIRECTORS / KEY MANAGERIAL PERSONNEL (KMPS)

There are no changes in the position of Directors/KMPs of the Company from 1^st April, 2023 till the date of this report:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations.

The following policies can be accessed at website of the Company:

a) Terms & Conditions for appointment of Independent Director

(http://flexituff.com/wp-content/uploads/2017/09/Policies-and-Programe-Terms-Conditions.pdf)

b) Nomination & Remuneration Policy

(http://flexituff.com/wp-content/uploads/2022/09/Policies-Programmes-

Nomination-and-Remuneration-Policy.pdf)

DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT

In accordance with the provisions of the Act & Articles of Association of the Company, Mr. Saurabh Kalani (DIN: 00699382), Executive Director, liable to retires by rotation at the ensuing Annual General Meeting. The Board of Directors has recommended his re-appointment.

PERFORMANCE EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, its Committees, the Chairman of the Board and the Directors on the basis of the feedback received from all the Directors of the Company.

Structured performance evaluation questionnaire were circulated to the Directors for:

• Directors' - Self & Peer Level Evaluation;

• Board's Evaluation;

• Board Committees' Evaluation; and

• Chairman's Evaluation.

The evaluation questionnaires broadly cover parameters such as their participation in board meeting/other committee meeting, relationship management, knowledge & skill, adherence to the applicable code of conduct for independent directors and maintenance of confidentiality etc.

The summary of rating given by all the directors on the structured performance evaluation was placed before the Board of Directors.

EXTRACT OF ANNUAL RETURN

The Ministry of Corporate Affairs (MCA) has notified the Companies (Management and Administration) Amendment Rules, 2020, wherein the companies are no longer required to attach extracts of Annual Return. In the Companies (Management and Administration) Rules, 2014, in rule 12, in sub-rule (1), "provided that a company shall not be required to attach the extract of the annual return with the Board's report in Form No. MGT 9, in case the web link of such annual return has been disclosed in the Board's report in accordance with sub-section (3) of section 92 of the Companies Act, 2013".

In compliance of the above amendment extract of the annual report FY 2023-24 will available at: http://flexituff.com/annual-return/

AUDITORS AND THEIR REPORTS

STATUTORY AUDITORS

In accordance with the provisions of Section 139 of the Companies, Act, 2013 and the Rules made there under, M/s. Mahesh C Solanki & Co., Chartered Accountants, Indore (FRN.: 006228C), was appointed as the Statutory Joint Auditors of the Company at the 27^th Annual General Meeting held on 15^th October, 2020 till the conclusion of 32^nd Annual General Meeting of the Company to be held in the year 2025.

M/s. Mahesh C Solanki & Co., Chartered Accountants, Indore (FRN. 006228C), have confirmed their eligibility under Section 141 of the Act and the Rules framed there under for the appointment as Auditors of the Company and as required under Regulation 33 of the Listing Regulations, 2015.

The Comments on the qualifications in the Auditors' Report on the financial statements of the Company for financial year 2023-24 are provided in the "Statement on Impact of Audit Qualifications" which is annexed as Annexure C and forms part of this report.

SECRETARIAL AUDITOR

M/s. Ritesh Gupta & Co., Company Secretaries were appointed to conduct the secretarial audit of the Company for the Financial Year 2023-24, as required under Section

204 of the Companies Act, 2013 and rules made thereunder.

The Secretarial Audit Report for the Financial Year 202324 forms part of the Annual Report as Annexure D to the Board's Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, however, the reference to specific event / actions which took place during the year are self-explanatory.

DISCLOSURES

NUMBER OF MEETINGS OF THE BOARD

Seven (7) meetings of the Board of Directors were held during the year under review. The details of meetings held and attendance of the Directors are detailed in the Corporate Governance Report, which forms part of this report.

AUDIT COMMITTEE

The details pertaining to composition, meetings and attendance of audit committee are included in the Corporate Governance Report, which forms part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Financial Statements provided in this Annual Report.

VIGIL MECHANISM

The Company has a whistle blower policy/vigil mechanism to report genuine concerns or grievances. The Whistle Blower Policy/vigil mechanism has been posted on the website of the Company.

(http://flexituff.com/wp-content/uploads/2022/09/Policies-Programmes-VigilMechanism.pdf)

CODEOFCONDUCT

The Board has laid down a code of conduct for Board members & Senior Management Personnel as per Regulation 17 & 26 (3) of the Listing Regulations & has been posted on the website of the Company

(http://flexituff.com/wp-content/uploads/2019/04/Policies-Programe-Code-of-Conduct.pdf)

All the Board members & Senior Management Personnel have affirmed compliance with the said code of conduct for the year ended 31^st March, 2024. A declaration to this effect, signed by the Whole-Time Director forms part of this Annual Report.

INSIDER TRADING

The Board has adopted the Insider Trading Policy in

accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider trading Policy of the Company covering code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information and Code of Conduct for the prevention of Insider Trading has been posted on the website of the Company.

• (http://flexituff.com/wp- content/uploads/2019/04/Policies-Programe-Code- of-Conduct-and-Procedures.pdf)

• (http://flexituff.com/wp- content/uploads/2019/04/Policies-Programe-Code- of-Practices-and-Procedures.pdf)

All the Board members & KMPs have affirmed compliance with the said code of conduct for the year ended 31^st March, 2024.

PARTICULARS OF EMPLOYEES

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"), is appended as Annexure E to the Report. The information as per Rule 5(2) of the Rules forms part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Rules, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

DETAILS OF AMOUNT/SHARES TRANSFERRED TO IEPF DURING THE YEAR

During the year under review, no unpaid dividend has been transferred to IEPF.

Also, the details of amount and shares still lying in unpaid and unclaimed dividend account are as under:

#The amounts of unpaid dividend also include bank credits received pursuant to the cancellation of demand drafts beyond the validity period. The banks have cancelled the issued demand draft in accordance with the SEBI circular dated April 20, 2018 on "Strengthening the Guidelines and Raising Industry Standards for RTA, Issuer companies & Banker to an issue".

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

In compliance with Section 134 of The Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules 2014, a statement giving information regarding Energy Conservation, Technology Absorption and Foreign Exchange earnings and out go is given in Annexure F forming part of this Annual Report.

DEMATERIALISATION AND ELECTRONIC REGISTRAR

The equity shares of your Company are available for dematerialization with both NSDL and CDSL under ISIN INE060J01017. As on 31^st March 2024, 99.99% equity shares were in demat form and remaining 0.01% equity shares were in physical form.

Our registrar for electronic connectivity with the National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) is Linkin-time India Private Limited, Mumbai.

During the year 3821276 equity warrants were exercised and due to exercise Company issued 3821276 equity shares. Trading approval of these shares was provided by BSE and NSE on August 9, 2024.

HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATION

Human Resource plays vital role in the Company. If finance is the blood of any organization then Human Resource is not less than pulse which keeps running production by their hard work day and night. Company focuses on creating best health and safety standards and also has performance management process to motivate people to give their best output and encourages innovation and meritocracy.

Personnel relation with all employees remained cordial and harmonious at all levels throughout the year. Directors wish to place on record their sincere appreciations for the continued, sincere and devoted services rendered by all the employees of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, the Company has Internal Complaints Committees (ICC) who inquire into complaints of sexual harassment and recommend appropriate action.

During the year under review, no compliant was received from any employee of the Company and hence no complaint was outstanding as on 31^st March, 2024.

MATERIAL CHANGES AFFECTING THE COMPANY

During the year there were no material changes in the Company, except-

1. On August 28, 2023 Company has entered into Business Transfer Agreement with its subsidiary Company - Flexituff Technology International Limited for sale of FIBC Business of Pithampur unit. On 30^th April, 2024 above process has completed. Intimation of above events were intimated to Stock Exchanges within stipulated time period.

2. Company has made one time settlement with TPG Growth, International Financial Corporation and IFCI Limited and intimated to stock exchanges for the same.

DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE

The Company has not made any application under the Insolvency and Bankruptcy Code 2016 during the Financial Year 2023-24.

However following matters are pending-

DISCLOSURE OF VALUATION OF ASSETS

The Company has not done any one time settlement and hence no information is provided on difference between the amount of the valuation done while taking loan from the banks or financial institutions along with the reason thereof.

GENERAL DISCLOSURES

The Board states that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of Sweat Equity Shares to employees of the Company under any scheme

• Details pertaining to Employee Stock Options (ESOPs) as no ESOPs were outstanding as on 31^st March, 2024.

• Issue of differential shares with voting rights as to dividend, voting or otherwise

• 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

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

APPRECIATION

The Board takes this opportunity to express its sincere appreciation for the excellent support and cooperation received from company's bankers, investors, customers, suppliers, statutory authorities for their consistent support to the Company.

The Directors also sincerely acknowledge the outstanding support and services of the workers, staff and executives of the Company, which have together contributed to the efficient operations and management of the Company.