To, The Members, Flexituff Ventures International Limited
The Board of Directors hereby present its 33rd Directors Report on business & operations of your Company (the Company or FVII) along with Audited Financial Statements (Standalone & Consolidated) for the Financial Year ended 31st March, 2026.
FINANCIAL RESULTS
The Companys Financial Performance for the year ended 31st March, 2026 is summarized below:
(Rs. in Millions)
| Particulars | Standalone 2025-26 | Standalone 2024-25 | Consolidated 2025-26 | Consolidated 2024-25 |
| Sales & other Incomes | 205.72 | 4601.64 | 199.71 | 4577.83 |
| Profit/(Loss) before Tax | (822.28) | 3680.19 | (824.24) | 3702.85 |
| Profit/(Loss) for the year / Balance available for Appropriation | (1348.78) | 2356.46 | (1350.79) | 2379.13 |
| Other Comprehensive (Loss)/Income | 6.90 | 6.90 | 7.04 | 6.95 |
| Total Other Comprehensive (Loss)/Income | (1341.88) | 2363.37 | (1343.74) | 2386.09 |
STATE OF COMPANYS AFFAIRS
During the year under review, the Company has achieved standalone total revenue of Rs. 205.72 million from operation in comparison to Rs. 4601.64 million in previous financial year. The Company has loss for the year of Rs. 1348.78 million in comparison to profit of Rs. 2356.46 million in previous financial year.
During the year under review, the Company has achieved consolidated total revenue of Rs. 199.71 million from operation in comparison to Rs. 4577.83 million in previous financial year. The Company has incurred loss of Rs. 1350.79 million during the year in comparison to profit of Rs. 2379.134 million in previous financial year.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
No change in the nature of business done during the year.
DIVIDEND
During the year under review, Companys revenue/surplus were not sufficient to declare dividend, hence the Board does not propose any dividend for the Financial Year ended 31st March, 2026.
SHARE CAPITAL
The Paid-Up Equity Share Capital as on 31st March, 2026 was Rs. 328.228 Million divided into 32,822,806 shares of Rs. 10/- each.
FORFEITURE OF CONVERTIBLE WARRANTS
The Company had allotted 49,50,000 convertible warrants to 17 allottees on a preferential basis on September 30, 2024. The warrant holders were required to exercise the conversion option and pay the balance 75% of the issue price within 18 months from the date of allotment.
As the warrant holders failed to exercise the conversion option within the stipulated period, all 49,50,000 warrants lapsed on March 30, 2026, and the upfront amount i.e. 25% received against the warrants was forfeited in accordance with the applicable provisions of the SEBI (ICDR) Regulations, 2018.
In view of the lapse of the entire allotment of warrants, no equity shares were allotted pursuant to the said warrants and accordingly, there was no change in the paid-up equity share capital of the Company during the year on this account.
LISTING ON STOCK EXCHANGES
The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The annual listing fees payable to the aforesaid Stock Exchanges for the Financial Year 2025-26 could not be paid within the prescribed timelines.
The delay in payment of the annual listing fees was primarily attributable to the temporary closure of the business operations of the Company during the Financial Year 2025-26, resulting in no operating revenue and consequent financial constraints on the Company. In view of the limited financial resources available during the period, the Company was unable to discharge the applicable annual listing fees within the prescribed timelines.
The Board of Directors is conscious of the Companys obligations towards the Stock Exchanges and is taking due note of the outstanding listing fees. The Company shall endeavour to regularize the outstanding dues and ensure compliance with the applicable requirements of the Stock Exchanges at the earliest possible opportunity.
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.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements 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 Countrys 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 Non Fund Based Limits, which indicates "negative" outlook.
SUBSIDIARIES/JOINT VENTURE/ASSOCIATES
The Company has, 7 Joint Ventures and 5 LLPs as on 31st March, 2026.
There is one Associate Company within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").
Associate Company
Flexituff Technology International Limited (Formerly known as Flexituff FIBC Limited)
LLPs
Flexituff Javed Ahmed LLP
Flexituff Hi-Tech LLP
Flexituff SA Enterprise LLP
Flexituff Sailendra Kalita LLP
Ujjivan LUIT LLP
Joint Ventures
*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
*Flexituff DIRD 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 and associates 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/2023/12/Policy-for-determining-Material-Subsidiary.pdf
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 Annual 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 TRANSACTION
There was no other material 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 Companys website at:
(http://flexituff.com/wp-content/uploads/2022/09/Policies-Programmes-RPT.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 Companys Associate & Joint Ventures is mentioned in Form AOC-1 as Annexure A of the Boards Report.
SECRETARIAL STANDARDS
The Company has complied with all applicable secretarial standards issued by the Institute of Company Secretaries of India relating to "Meetings of the Board of Directors" (SS-1) and "General Meetings" (SS-2).
DIRECTORS RESPONSIBILITY STATEMENT
The Directors confirm that:
a) In the preparation of annual accounts for the year ended 31st March, 2026, 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.
CORPORATE RESPONSIBILITY
In accordance with the section 135 of the Companies Act, 2013 and the Companies (CSR Policies) Rules, 2014, the CSR is not applicable to the Company during the year 2025-26.
RISK MANAGEMENT
In todays 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 Companys 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)
During the financial year, and as on the date of this report, the following changes took place:
A. Resignations
B. Appointments
After the closure of the financial year, and as on the date of this report, the following changes took place:
A. Appointments
B. Resignations
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 Independent Directors have also confirmed that they have complied with the Companys Code of Conduct for Board of Directors. Further, all the Directors have also confirmed that they are not debarred to act as a Director by virtue of any SEBI order.
All Independent Directors of the Company have valid registration in the Independent Directors databank of Indian Institute of Corporate Affairs as required under Rule 6(1) of the Companies (Appointment and Qualification of Director) Fifth Amendment Rules, 2019 and have passed the online proficiency self-assessment test as required to be undertaken by an Independent Director under the provisions of Section 150 of the Companies Act, 2013 and the rules framed thereunder.
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-Programme-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/REAPPOINTMENT/CONFIRMATION
In accordance with the provisions of the Act & Articles of Association of the Company Mrs. Surabhi Singh Rathod (Holding DIN: 11878920) was appointed as Additional Non-Executive Independent Women Director & Mr. Siddharth Shankar Mahajan (Holding DIN: 10819584) was appointed as Additional Non-Executive Independent Director. Both appointments are subject to approval of the members at the ensuing Annual General Meeting.
In accordance with the requirements of the Act and the Companys Articles of Association, Mr. Mr. Saurabh Kalani (DIN: 00699382) retires by rotation and eligible for re-appointment. However, their term is fixed and shall not break due to this retirement. Your Directors have recommended their appointment for approval of the shareholders, in the ensuing Annual General Meeting of your Company.
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; Boards Evaluation; Board Committees Evaluation; and Chairmans 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 Boards report in Form No. MGT.9, in case the web link of such annual return has been disclosed in the Boards report in accordance with subsection (3) of section 92 of the Companies Act, 2013".
In compliance of the above amendment extract of the annual return for FY 2025-26 will be 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), were appointed as the Statutory Joint Auditors of the Company at the 32nd Annual General Meeting held on 30th September, 2025 till the conclusion of 37th Annual General Meeting of the Company.
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 2025-26 are provided in the "Statement on Impact of Audit Qualifications" which is annexed as Annexure B and forms part of this report.
SECRETARIAL AUDITOR
M/s. Ritesh Gupta & Co., Company Secretaries were appointed as the Secretarial Auditor of the Company for a period of five consecutive years starting from the FY 2025-26 till the FY 2029-30 to conduct the secretarial audit of the Company, as required under Section 204 of the Companies Act, 2013 and rules made thereunder.
The Secretarial Audit Report for the Financial Year 2025-26 forms part of the Annual Report as Annexure C to the Boards Report. The Secretarial Audit Report contain certain qualification, reservation or adverse remark. The Board of Directors has taken note of the observations/Qualifications and adverse matters reported by the Secretarial Auditor in the Secretarial Audit Report for the financial year ended 31 March, 2026.
The Board would like to place on record that the Company faced an exceptionally challenging operational and financial environment during the year under review. The operations of the Company were significantly disrupted due to non-availability of critical raw materials required for production, which resulted in interruption of manufacturing activities. The resultant operational disruption also led to labour-related issues arising from delays in payment of wages and salaries. These circumstances had a cascading impact on the Companys financial position, availability of records and resources, and its ability to ensure timely and seamless compliance with various statutory and regulatory requirements.
With respect to the communications and queries received from BSE Limited and National Stock Exchange of India Limited, the Company has responded to such communications based on the information and records available with it and has made efforts to address the matters raised by the Stock Exchanges within the applicable timelines or at the earliest possible opportunity.
With regard to defaults in payment of interest and/or repayment of principal to banks and financial institutions and the notices issued under the SARFAESI Act, the Board acknowledges the financial constraints faced by the Company during the period under review. The defaults arose in the context of the Companys continuing operational and liquidity challenges. The Company and its management are taking appropriate steps to address the outstanding financial obligations and to improve the Companys liquidity and financial position.
With respect to the observation regarding Internal Audit, the Board acknowledges the need for an effective and independent internal audit mechanism in accordance with the applicable provisions of the Companies Act, 2013. The Company is in the process of strengthening its internal control and internal audit framework and taking appropriate steps for appointment of an Internal Auditor and/or commencement of the Internal Audit function, as applicable, to ensure compliance with the statutory requirements.
With respect to the quarterly compliance reports from departmental heads, the Board acknowledges that the compliance monitoring and reporting mechanism requires further strengthening. The Company is taking steps to establish a more structured and centralised compliance monitoring framework, including periodic compliance certifications from the respective functional and departmental heads, systematic tracking of statutory compliances and timely escalation of exceptions to the appropriate management and Board-level committees.
With regard to maintenance of books of account and other relevant books and papers at a place other than the registered office, the Board has taken note of the observation and is taking appropriate steps to ensure that the statutory requirements relating to maintenance of books and records and filing/intimation of the relevant place of maintenance are duly complied with.
The Board also acknowledges the observation regarding changes in the composition of the Board of Directors and Key Managerial Personnel during the period under review. Such changes occurred in the backdrop of the operational and financial challenges faced by the Company. The Board has nevertheless continued to discharge its responsibilities and oversee the affairs of the Company. The Company is conscious of the importance of continuity in its governance and compliance functions and is taking appropriate measures to strengthen the compliance and governance framework.
With respect to the observation relating to the Companys financial statements, the Board notes that the financial statements are subject to the independent audit conducted by the Statutory Auditors and that the Secretarial Auditor has not expressed an independent opinion on the financial statements. The observations made by the Secretarial Auditor in this regard are based on the Statutory Auditors Report. The Board has taken note of the Statutory Auditors observations and is taking appropriate steps to address the matters highlighted therein.
With regard to the Companys financial position, including erosion of net worth, outstanding statutory dues, employee-related payables and defaults in repayment of borrowings, the Board acknowledges the difficult financial position of the Company during the year under review. These matters are substantially attributable to the prolonged operational disruptions and consequential liquidity constraints faced by the Company. The management continues to explore and implement appropriate measures for revival of operations, improvement of liquidity, settlement/restructuring of outstanding obligations and restoration of the Companys financial position.
The Board further acknowledges the observation regarding the effectiveness of the Companys compliance management framework. In view of the circumstances faced by the Company during the year, certain compliance processes and reporting mechanisms were not operating at the desired level of effectiveness. The Company is accordingly undertaking measures to strengthen its compliance management framework through centralised compliance monitoring, periodic compliance certifications, defined responsibility matrices, exception reporting and appropriate escalation mechanisms, together with enhanced oversight by the Board and its committees.
With respect to the observation concerning the availability of sufficient documentary records the Company confirms that the Board Meetings during the period under review were convened and conducted in compliance with the applicable provisions of the Companies Act, 2013, the rules made thereunder and Secretarial Standard-1 (SS1). The observation of the Secretarial Auditor is with respect to the availability of sufficient documentary records for independent verification of such compliance. The Company has complied with the applicable requirements and is taking appropriate steps to further strengthen the preservation and accessibility of supporting records and documents relating to Board and Committee Meetings, so as to ensure that adequate documentary evidence is available for verification in future.
The Board further confirms that it remains committed to maintaining high standards of corporate governance and statutory compliance. The observations of the Secretarial Auditor have been duly noted and the Company is taking appropriate corrective and remedial measures to strengthen its systems, processes, internal controls and compliance framework and to ensure improved compliance and reporting going forward.
INTERNAL AUDITOR
Pursuant to Section 138 of the Companies Act, 2013 and Rule 13 of the Companies (Accounts) Rules, 2014, Mr. Dharmendra Rathore, Internal Auditor of the Company, resigned from the office of Internal Auditor with effect from 18th April, 2025. Consequent upon his resignation, the Company does not have an Internal Auditor as at the date of this Report.
DISCLOSURES
Number of Meetings of the Board
Eleven (11) 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 Annual Report.
Committees
The details pertaining to composition, meetings and attendance of committees are included in the Corporate Governance Report, which forms part of this Annual 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 and the same can be accessed via following link:
(http://flexituff.com/wp-content/uploads/2022/09/Policies-Programmes-Vigil_Mechanism.pdf)
Code of Conduct
The Board has laid down a code of conduct for Board Members & Senior Management Personnel as per Regulation 17(5) & 26 (3) of the Listing Regulations & has been posted on the website of the Company
(http://flexituff.com/wp-content/uploads/2019/04/Policies-Programme-Code-of-Conduct.pdf)
All the Board members & Senior Management Personnel have affirmed compliance with the said code of conduct for the year ended 31st March, 2026. 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-Programme-Code-of-Conduct-and-Procedures.pdf)
(http://flexituff.com/wp-content/uploads/2019/04/Policies-Programme-Code-of-Practices-and-Procedures.pdf)
All the Board Members & KMPs have affirmed compliance with the said code of conduct for the year ended 31st March, 2026.
PARTICULARS 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 D 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.
Dividend Details
| Dividend for the year | NIL |
| Date of declaration of dividend | — |
| Amount of unpaid dividend# (Amount in Rs.) | — |
| Due date to claim the dividend | — |
| Due date of transfer to Unpaid Dividend Account | — |
| Due date of accepting claim by the Company | — |
| Date for transfer to IEPF | — |
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
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:
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 outgo is given in Annexure E 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 31st March 2026, 99.99% equity shares were held in dematerialized form and the remaining 0.01% equity shares were held in physical form.
Our registrar for electronic connectivity with the National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) is MUFG INTIME INDIA PRIVATE LIMITED, (Formerly known as LINKINTIME INDIA PRIVATE LIMITED) Mumbai.
The Registrar and Transfer Agent of the Company is MUFG Intime India Private Limited. Consequent to the acquisition of Link Group by Mitsubishi UFJ Trust & Banking Corporation, Link Intime India Private Limited is known as MUFG Intime India Private Limited. The change of name is effective December 31, 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) which inquires into complaints of sexual harassment and recommend appropriate action.
During the year under review, no complaint was received from any employee of the Company and hence no complaint was outstanding as on 31st March, 2026.
MATERIAL CHANGES AFFECTING THE COMPANY
During the year under review, operations at the Companys Kashipur-based manufacturing plant in Uttarakhand were temporarily disrupted due to the non-availability of critical raw materials required for production. The production disruption subsequently resulted in labour-related issues, including a strike commencing from 24th September, 2025 arising from delays in payment of wages and salaries to workers. The Company duly intimated the Stock Exchanges regarding the operational disruption, labour strike and subsequent developments in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
A demand notice dated 24.02.2026 was received from Punjab National Bank in respect of Flexituff Ventures International Limited. The matter is being reviewed and appropriate action is being taken by the Company.
Subsequent to the close of the financial year, UCO Bank, acting on behalf of the consortium lenders, took symbolic possession under Section 13(4) of the SARFAESI Act, 2002 of the secured commercial property of the Company situated at Revenue Village Mahuakhedaganj, Tehsil Kashipur, District Udham Singh Nagar, Uttarakhand.
The symbolic possession was taken pursuant to the notice dated July 29, 2026 issued under the SARFAESI Act, 2002 read with Rule 8 of the Security Interest (Enforcement) Rules, 2002. The Company has made the requisite disclosure to the Stock Exchanges under Regulation 30 of the SEBI LODR Regulations, 2015.
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 2025-26. However following matters are pending
| Case No. | CP (I.B.) 1694/2018 |
| Filed by | Flexituff Ventures International Ltd. |
| Filed against | M/s Trend Flooring & Ors. |
| Brief matters | The present application u/s 9 of IBC has been filed by M/s Flexituff Ventures International Ltd. against M/s Trend Flooring towards initiation of CIRP as Corporate Debtors defaulted in payment of Rs.3,06,65,520/- |
| Status | Pending for final order |
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:
COST RECORDS
The cost records are maintained by the Company in their books of accounts in accordance with the provisions of Section 148 of the Companies Act 2013 read with the Companies (Cost Audit & Records) Rules 2014.
COMPLIANCE UNDER MATERNITY BENEFIT ACT, 1961
During the year under review, there were no instances requiring availing of benefits under the Maternity Benefit Act, 1961, reflecting a period of overall well-being among female employees. The Company remains committed to compliance with all applicable provisions of the Act. A creche facility has been established to support female employees, in line with statutory requirements. Additionally, an abstract of the Act has been prominently displayed in the local language in every part of the Company premises where women are employed. The Company has duly filed the Annual Return under the Maternity Benefit Act, 1961.
APPRECIATION
The Board takes this opportunity to express its sincere appreciation for the excellent support and cooperation received from Companys 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.
| For and on behalf of the Board of Directors of Flexituff Ventures International Limited |
| Date: 08/09/2026 Place: Indore |
Saurabh Kalani Whole time Director (DIN:00699380) |
Rahul Chouhan Whole time Director (DIN:03307553) |
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