Flex Foods Ltd Directors Report

To the Members,

Your Directors have pleasure in presenting this 36th Annual Report together with Audited Financial Statements of the Company for the financial year ended 31st March, 2026.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31st March, 2026 and for the previous year ended 31st March, 2025 are as follows:

[Rs. in Lacs]

	Year Ended 31.03.2026	Year Ended 31.03.2025
Revenue from Operations	19,188.86	15,001.20
Other Income	97.80	37.99
Total Revenue	19,286.66	15,039.19
Profit before Finance Cost, Depreciation & Tax	101.93	(374.66)
Finance Cost	2,542.77	2,279.71
Depreciation	1,770.91	1,665.78
Profit before Tax	(4,211.75)	(4,320.15)
Less: Tax Expenses	(1,032.57)	(1,070.49)
Profit for the year	(3,179.18)	(3,249.66)

During the year under review, your Company achieved total revenue and net profit of Rs 19,286.66 Lakhs and Rs. (3,179.18) Lakhs respectively, as against total revenue and Net Profit of Rs. 15,039.19 Lakhs and Rs (3,249.66) Lakhs respectively during the previous financial year ended 31st March, 2025.

The comprehensive details of performance of the Company have been given in the Management Discussion and Analysis Report appended hereto.

SHARE CAPITAL

The paid-up equity share capital outstanding as on 31st March, 2026 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, 2026 none of the Directors of the Company except the following held shares or convertible instruments of the Company:

Mr. Ashok Chaturvedi - 7,610 Equity shares

TRANSFER OF UNCLAIMED DIVIDEND TO AUTHORITY

No amount was transferred to Investor Education and Protection Fund (IEPF) during the year under review.

TRANSFER OF UNCLAIMED SHARES TO AUTHORITY

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, there were no Equity Shares on which Dividend was not paid for more than seven years, hence, no Equity Shares were required to be transferred to the Investor Education and Protection Fund (IEPF) during the year under review.

DIVIDEND

Due to losses, no dividend was recommended for FY 2025-26 by the Board of Directors.

CHANGE IN NATURE OF BUSINESS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashok Chaturvedi, Chairman (DIN: 00023452) of the Company retires by rotation and being eligible, offers himself for reappointment.

The Board of Directors of the Company, upon recommendation of the Nomination and Remuneration Committee at its meeting held on 19th May, 2026, have approved the following:

a) The re-appointment of Mr. Pradeep Narendra Poddar as an Independent Director of the Company for a second term of five consecutive years commencing from 21st July, 2026 to 20th July, 2031 (both days inclusive).

b) The appointment of Mr. Paresh Nath Sharma as an Additional Director (Independent) of the Company for the first term of three consecutive years commencing from 19th May, 2026 up to 18th May, 2029 (both days inclusive) who has attained the age of 75 years.

The re-appointment of Mr. Pradeep Narendra Poddar and the appointment of Paresh Nath Sharma, as aforesaid, are subject to the approval of the Shareholders to be obtained by way of Special Resolutions proposed to be passed at the ensuing Annual General Meeting of the Company.

None of the Director of the Company are disqualified under the provision of the Companys Act, 2013 or under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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. Further, in the opinion of the Board, all the Independent Directors of the Company, are persons of integrity, expertise, proficiency and relevant experience.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

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.

DIRECTORS RESPONSIBILITY STATEMENT

On the basis of representations received from the Executives of the Company, subject to disclosures in the Annual Accounts and 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 year ended 31st March, 2026, 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, 2026 and of the Profit/Loss 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 Companys Internal Auditors have conducted periodic audit to provide reasonable assurance that the Companys 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.

DISCLOSURE RELATED TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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

DEPOSITS

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 INVESTMENTS

Details of Loans and Investments, if any during the financial year under review are given in the accompanying Financial Statements. Further, during the year under review there were no loans, Guarantee and investments.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The related party transactions entered during the financial year were on Arms Length Basis and were in the ordinary course of business. Therefore, the provisions of section 188(1) of 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 Companys website www. flexfoodsltd.com at the weblink https://www.flexfoodsltd.com/ pdf/Related-Party-Policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY

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 Act, 2013 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.com/pdf/CSRPolicy.pdf.

During the year, NIL meeting of the Corporate Social Responsibility (CSR) Committee was held. However, the average net profit during the 3 (three) immediately preceding financial years is Rs. (60.97) lakhs, the Company was not required to make any contribution towards CSR activities in FY 2025-26.

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 MANAGEMENT POLICY

Risk Management is a very important part of any business. Companys 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 of the Internal Financial Controls and ensure 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 effectiveness of 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 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 Companys website at https://www.flexfoodsltd.com/pdf/risk_ management_policy.pdf.

INTERNAL FINANCIAL CONTROLS

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

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

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 on addressing 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 Companys website www.flexfoodsltd.com at weblink http://www.flexfoodsltd.com/pdf/whistleblowerpolicy.pdf.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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.

STATUTORY AUDIT & AUDITORS

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 2025-2026 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 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 Statutory Auditors on the financial statements including relevant notes on the accounts for the Financial Year ended 31st March, 2026 are self-explanatory and therefore do not call for any further comments.

INTERNAL AUDITORS

The Board of Directors of your Company has 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 2026-2027.

SECRETARIAL AUDITORS

The Board has 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 and Regulation 24A of the amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for a term of five (5) consecutive years, commencing from financial year 2025-26 to financial year 2029-30 subject to the approval of the shareholders of the Company.

The Report of the Secretarial Auditors for the financial year 2025-2026 is annexed to the Directors Report as per “Annexure C”.

EXPLANATION IN RESPONSE TO THE AUDITORS QUALIFICATIONS

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditor in their Secretarial Audit Report.

INDIAN ACCOUNTING STANDARDS

The annexed financial statements for the Financial Year 2025-26 and corresponding figures for 2024-25 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.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

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

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

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

SETTLEMENT WITH BANK OR FINANCIAL INSTITUTION

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

ANNUAL RETURN

The draft Annual Return of the Company as on 31st March, 2026 is available on the Companys website and can be accessed at https://www.flexfoodsltd.com/b2c-annual-return. php

MEETINGS

During the year under review, four Board Meetings, four meetings of Audit Committee, one meeting of Nomination and Remuneration Committee, no meeting of CSR Committee and one meeting of Stakeholders Relationship Committee were convened and held, the details of which are given in Corporate Governance Report appended hereto.

COMPOSITION OF AUDIT COMMITTEE

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.

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, 2026 and the date of this report affecting financial position of the Company.

POLICY ON REMUNERATION

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.com/pdf/Nomination_Remuneration_Policy. pdf

PARTICULARS OF EMPLOYEES

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”.

DISCLOSURE OF COST RECORD

The provisions of maintenance of cost records specified by the Central Government under subsection-(1) of section 148 of the Companys Act, 2013 for the products dealt/manufacture by the Company are not applicable to the Company.

BOARD EVALUATION

Pursuant to the Provisions of the Companies Act, 2013 and under Securities & 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.

CORPORATE GOVERNANCE

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”.

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

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 2025-2026 and hence no complaint is outstanding as on 3151 March, 2026 for redressal.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company fully adheres to all requirements of the Maternity Benefit Act, 1961, ensuring compliance with its provisions for eligible employees.

PERSONNEL

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.

ACKNOWLEDGEMENT

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

	For & On behalf of the Board
	Ashok Chaturvedi
Place : NOIDA	Chairman
Dated : 19h May, 2026	(DIN: 00023452)