Uflex Ltd

<dhhead>Directors’ Report</dhhead>

Your Directors have the pleasure of presenting the 36^th Annual Report together with the Standalone & Consolidated
Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2025.

The summarized financial results for the year ended 31^st March, 2025 and for the previous year ended 31^st March, 2024
are as follows:

[Rs. in Crores]

During the year under review, your Company has achieved consolidated total income and net profit / (Loss) of Rs.
15183.75 crore and Rs. 142.32 crore respectively as against total income and net profit of Rs. 13509.79 crore and Rs.
(690.99) crore, respectively during the previous financial year ended 31^st March, 2024.

Further, your Company has achieved standalone total income of Rs. 7809.60 crore and net profit of Rs. 214.45 crore as
against total income of Rs. 6651.55 crore and net profit of Rs. 160.98 crore, respectively during the previous financial
year ended 31^st March, 2024.

The Details of financial performance of all subsidiaries and associates are contained in Note No. 52 of the Notes to
Accounts to the Consolidated Financial Statements.

An amount of Rs. 25,48,773.50 pertaining to FY 2017 was transferred to Investor Education and Protection Fund (IEPF)
during the year under review.

In accordance with the provisions of Section 124(6) of the Companies Act, 2013 read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, the
Company has transferred 30823 Equity Shares on which Dividend was not paid/claimed for seven consecutive years,
to the Investor Education and Protection Fund (IEPF) during the year under review.

Your Directors are pleased to recommend a dividend @ Rs. 3/- (Rupee Three only) per share for the financial year
ended 31^st March 2025 after considering future needs of the company for growth.

The Dividend, as recommended by the Board, if declared by the members at the ensuing Annual General 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 1^st August, 2025 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 1^st August, 2025

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

The paid-up equity share capital outstanding as on 31st March, 2025 was Rs. 72.21 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 31^st March, 2025 none of the Directors of the Company held any Equity Shares except Mr. Ashok Chaturvedi,
Chairman & Managing Director who held 5,02,533 (Five Lac Two Thousand Five Hundred Thirty Three) Equity Shares
of the Company.

The company neither had any fixed deposits outstanding as on 31^st March 2025 nor fresh/renewal of deposits were
accepted during the financial year 2024-2025. There were no unclaimed deposits as on 31^st March, 2025.

In terms of Section 149 of the Companies Act, 2013 read with Regulation-25 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, amended, as the first term of Mr. Sujit
Kumar Varma (DIN: 09075212), Mr. Ghyanendra Nath Bajpai (DIN: 00946138) and Mrs. Rashmi Verma (DIN: 01993918)
are expiring as Independent Director on 13^th February, 2026, 16^th April, 2026 and 25^th May, 2026 respectively. On
the recommendations of Nomination and Remuneration Committee, the Board has proposed their respective re-
appointments for the approval of Shareholders through Special Resolution for a second term of 5 (Five) years each.
The brief resume and other details as required under Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations 2015 are provided in the Notice of Annual General Meeting of the Company.

None of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 or the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Independent Directors of your Company have given declarations confirming that they meet the criteria of
Independence as prescribed both under the Act and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Further, in the opinion of the Board, all the Independent Directors of the
Company are persons of integrity, expertise, proficiencies and relevant experiences.

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.

On the basis of representations received from the Executives of the Company, subject to disclosures in the Annual
Accounts and also on the basis of the discussions with the Statutory Auditors/Internal 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 year ended 31^st March, 2025, 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 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
as at 31^st March, 2025 and of the Profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for 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 conducted periodic audits to provide reasonable assurance that the Company’s
established policies and procedures are followed.

The Report given by M/s. Vijay Sehgal & Co., Chartered Accountants, Delhi (Firm Registration No.000374N) & M/s. Lodha &
Co LLP Chartered Accountants (FRN 301051E/E300284), Statutory Auditor(s) on the financial statement of the Company
for the year 2024-25 is part of the Annual Report. There is no qualification, reservation or adverse remark or disclaimer
in their Report.

During the year under review, the Auditors had not reported any matter under section 143(12) of the Act, therefore, no
details are required to be disclosed in the Board Report.

The Report of the Auditors on the financial statements including relevant notes on the accounts for the Financial Year
ended 31^st March, 2025 are self-explanatory and therefore, do not call for any further comments.

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014
as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are
made and records maintained every year.

The Board of Directors of your Company has re-appointed M/s. Jitender, Navneet & Co., Delhi, Cost Accountants (Firm
Registration No.00119) as Cost Auditors of the Company for the financial year 2025-2026 at a remuneration of Rs. 25.00
Lacs (Rupees Twenty Five Lacs only) plus taxes as applicable and reimbursement of travel and out-of pocket expenses
in connection with the Cost Audit.

The Cost Audit Report for the Financial Year ended 31^st March, 2024 was duly filed with the Central Government on 4th
September, 2024. The report does not contain any qualifications, reservations or adverse remarks.

The Board of Directors had appointed Mr. Mahesh Kumar Gupta, Proprietor M/s Mahesh Gupta & Co., Company
Secretaries, to conduct the Secretarial Audit for FY 2024-25, in compliance with the provisions of Section 204 of the
Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The
Secretarial Audit Report, as submitted by the Secretarial Auditors, is annexed to this Report as ANNEXURE- ‘A’. The
report does not contain any qualifications, reservations or adverse remarks.

As per the requirements of the amended Listing Regulations and based on the recommendations of the Audit
Committee and the Board of Directors and subject to approval of shareholders, the Company proposes to appoint
Mr. Mahesh Kumar Gupta, Proprietor M/s Mahesh Gupta & Co., Company Secretaries, as the Secretarial Auditors for a
period of 5 consecutive years commencing from the financial year 2025-26 till the financial year 2029-30.

Flex Middle East FZE, UAE, UFlex Europe Limited, UK, UFlex Packaging Inc., USA, UPET Holdings Limited, Mauritius,
LLC, Flex Chemicals Private Limited, Russia, USC Holograms Pvt. Ltd., India & Uflex Charitable Foundation (w.e.f. 15^th
January, 2025 ) are Subsidiary Companies u/s 2(87) of the Companies Act, 2013.

Further, Flex Americas S.A. De C.V., Mexico , Flex P. Films (Egypt) S.A.E, Arab Republic of Egypt, Flex Films (USA)
Inc. , USA, Flex Films Europa Sp. Zo.o., Poland, UPET (Singapore) Pte. Limited, Singapore, Flex Films Africa Private
Limited, Nigeria, Flex Films Rus, LLC, Russia, Flex Specialty Chemicals (Egypt) S.A.E., Egypt, Flex Foils Bangladesh
Private Limited, Bangladesh, Flex Films Europa Korlatolt Feleossegu Tarsasag, Hungary, Flex Pet (Egypt) S.A.E., Egypt,
Plasticfix Europa Spolka Z Organiczona Odpowiedzialnoscia, Poland, Flex Americas Brasil Ltda, Brazil, Uflex Woven
Bags, S.A. DE C.V., Mexico, Flex Asepto (Egypt) S.A.E., Egypt, Flex FME Pte. Ltd., Singapore (w.e.f. 24th October, 2024) &
Flex Films AZB AFEZCO., Azerbaijan (w.e.f. 17th March, 2025) are step-down subsidiaries of the Company. Digicyl Pte.
Limited, Singapore and Digicyl Limited, Israel are Joint Venture of the Company.

In accordance with the provisions of the Companies Act, 2013 ("the Act") and the Listing Regulations read with relevant
Indian Accounting Standards, the Consolidated Audited Financial Statements forms an integral part of the Annual
Report.

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting
Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures
is given at Note No. 52 of the Consolidated Financial Statements in Form AOC-1 and thus forms an integral part of this
Report.

In accordance with the requirements of Section 135 of Companies Act, 2013, your Company has a Corporate Social
Responsibility (CSR) Committee comprised of Mr. Jeevaraj Gopal Pillai (DIN: 10381118), as the Chairperson, Mr. Paresh
Nath Sharma (DIN : 00023625) and Mrs. Rashmi Verma (DIN: 01993918), as Members. The terms of reference of the
Corporate Social Responsibility (CSR) Committee is provided in the Corporate Governance Report. Your Company has
also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company
at https://www.uflexltd.com/pdf/Policies/Uflex-CSR-Policy.pdf .

The Annual report on CSR activities and initiatives taken as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 has been appended as ANNEXURE -‘B’ and forms integral part of this Report.

The Company considers social responsibility as an integral part of its business activities and endeavors to utilize
allocable CSR budget for the benefit of the society and environment. During the year, one meeting of the Corporate
Social Responsibility (CSR) Committee was held on 06.08.2024. All the Members (except Mr. Jeevaraj Gopal Pillai)
attended the Meeting. During the Financial Year 2024-25, after set-off the excess spent of Rs. 19.81 Lacs during previous
financial year, the Company was to undertake CSR Activities of an amount of Rs. 521.91 Lacs. However, the Company
spent an amount of Rs 267.49 Lacs during the year and an amount of Rs. 254.50 Lacs was transferred to CSR unspent
account with Schedule Bank within 30 days from the close of financial year as per provisions of section 135(6) of the
Companies Act, 2013 for meeting CSR activities for ongoing projects.

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as
prescribed under SEBI (Listing Obligations and 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 - ‘C’ & ‘D’ and forms an Integral Part of this Report.

The Draft Annual Return of the Company as on 31st March, 2025 is available on the Company’s website and can
be accessed at https://www.uflexltd.com/pdf/Extract-Annual-Return/UFLEX-Annual-Return-2024-2025.pdf

During the year, Four Board Meetings and Four Audit Committee Meetings were convened and held. The details
of meetings held are given in Corporate Governance Report appended hereto.

The Board has constituted an Audit Committee, which comprises of Mr. Paresh Nath Sharma (DIN: 00023625)
as the Chairperson, Mr. Jeevaraj Gopal Pillai (DIN: 10381118), Mr. Sujit Kumar Varma (DIN: 09075212) and Mrs.
Rashmi Verma (DIN: 01993918), as Members. More details about the Committee are given in the Corporate
Governance Report appended hereto.

All related party transactions are negotiated on an arm’s-length basis. However, suitable disclosure has been
made in the notes to the Financial Statements.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website: www.
uflexltd.com at the web-link https://www.uflexltd.com/pdf/Policies/Uflex-RELATED-PARTY-TRANSACTIONS-
POLICY.pdf

Details of Loans, Guarantees and Investments are given in the accompanying Financial Statements.

(vi) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

(vii) There was no instance of one time settlement with any Bank or Financial Institution.

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.

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

Fraud-free and corruption-free work culture has been at 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 in in place. The said policy as approved by the Board is uploaded on
the Company’s website www.uflexltd.com at web-link https://www.uflexltd.com/pdf/Policies/Uflex-Whistle-Blower-
Policy.pdf

Pursuant to the Provisions of the Companies Act, 2013 and under Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), Regulations 2015, 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 in place an Internal Complaints Committee (ICC) to redress complaints received regarding sexual
harassment. No complaints were received from any employee during the financial year 2024-2025 and hence no
complaint is outstanding as on 31^st March, 2025 for redressal.

There has been no material changes and commitments that have occurred, between the end of the financial year of
the Company i.e. 31st March, 2025 and the date of this report affecting financial position of the Company.

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

Risk Management is a very important part of any business. The Board of Directors of the Company has constituted
a Risk Management Committee to ensure proper implementation and monitoring the Risk Management Plan of the
Company. The Committee is responsible for monitoring and reviewing the Risk Management Plan. Its Composition
and Terms of reference are mentioned in the Corporate Governance Report and a detailed note has been provided
under the Management Discussion and Analysis Report, which forms integral part of this report. The Policy on Risk
Management in terms of Section 134 (3) (n) of the Companies Act, 2013 read with Listing Regulations is in place and
is available on the Company’s website at https://www.uflexltd.com/pdf/Policies/Uflex-Risk-Management-Policy.pdf.

The Company has in place Nomination and Remuneration Policy for Directors, Key Management Personnel and Senior
Management Personnel. The said Policy is available at www.uflexltd.com (weblink: https://www.uflexltd.com/pdf/
Policies/Uflex-Nomination-Remuneration-Policy.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. Members 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 in
ANNEXURE - ‘E’.

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 - ‘F’.

UFLEX’s approach to business is Creating Shared Value impact of the business and engagement through it. Your
Company is mindful of the needs of the communities and works to make a positive difference and create maximum

value for the society. It has been conducting business in a way that delivers long-term shareholder value and benefits to
society. As stipulated under the Listing Regulations, the Business Responsibility and Sustainability Report describing
the initiatives taken by the Company from an environmental, social and governance perspective is attached in the
format prescribed as ANNEXURE - ‘G’ and forms integral part of the Annual Report.

The Company’s Dividend Distribution Policy, approved by the Board, may be accessed on its corporate website at
https://www.uflexltd.com/pdf/Policies/UFLEX_Dividend_Distribution_Policy.pdf

Details of Awards and Accolades conferred by reputable organizations/ bodies based out of India and Overseas for
excellence received by your Company and its subsidiaries are mentioned in Management and Discussion and Analysis
section of the Annual Report and the details of all Awards and Accolades conferred upon the Company are also
provided on the Company’s website at http://www.uflexltd.com/awards.php

Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish
to place on record their sincere appreciation 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 Indian and International Financial Institutions & Banks,
Government Authorities both in India and overseas where company’s operations are carried out, Shareholders,
Customers, Suppliers and other Business Associates for their continued co-operation and patronage.