Jhaveri Flexo India Ltd Directors Report

The Members,

Jhaveri Flexo India Private Limited

Your Directors have pleasure in presenting their 38thAnnual Report on the business and operations of the company together with the Audited Statements of Accounts for the year ended March 31,2024.

1. FINANCIAL HIGHLIGHTS:-

During the year under review, financial performance of your company as under:

(Rs.in Lacs)

Particulars	Standalone	Consolidated
Current Year	Previous Year	Current Year
31stMarch 2024	31stMarch 2023	31stMarch 2024
Revenue from Operations	40,690.36	45,765.06	40,634.82
Other Income	291.82	154.83	291.82
Total Revenue	40,982.18	45,919.89	40,926.65
Profit before Finance Cost, Depreciation and Tax	4,607.64	3,817.34	4,607.71
Finance Cost	322.39	422.79	322.69
Depreciation	889.27	1,081.90	889.27
Exceptional Items Including Prior Period Items.	-	731.85	-
Profit before Tax	3,395.98	1,580.81		3,395.75
Tax Expenses	888.79	432.42		888.79
Profit for the year	2,507.19	1,148.39		2,506.96
Balance carried to balance sheet	2,507.19	1,148.39		2,506.96

2. REVIEW OF OPERATIONS:-

The company is engaged in the business of manufacturing of polymer packaging products such as Laminated Packaging Material, PVC Cling Film, CPP Metalized Film, Lamination Film, etc. The Company provides end to end packaging solutions to the food and FMCG Sector and is also serving the hospitality industry. At present products are sold in local as well as overseas markets.

a). FINANCIAL REVIEW:- Standalone Financial Review

During the financial year 2023-2024, the company achieved a sales turnover of ? 40,690.36 Lacs in comparison to ? 45,765.06 Lacs during F.Y. 2022-2023. EBIDTA for 2023-2024 is at ? 4,607.64 Lacs as against ? 3817.34 Lacs in 2022-2023.

Consolidated Financial Review

During the financial year 2023-2024, the company achieved a sales turnover of ? 40,634.82 Lacs. EBIDTA for 2023-2024 is at ? 4,607.71 Lacs.

Standalone Turnover

During the year sales turnover of the company decreased by ? 5075.24 Lacs in comparison to the year 2022-23. The decrease in sales turnover is at 11.05 % in comparison to the earlier year. The export sales for the year decreased to 10588.06 Lacs from ?13607.70 Lacs during previous year. The companys export was closed to 26.02% of the total sales.

During the year sales turnover of the company is ? 40,634.82 Lacs. The companys export was closed to 26.02% of the total sales.

Standalone Profitability

The company recorded PBT of ? 3,395.98 Lacs as compared to ? 1580.81 Lacs during F.Y. 2022-23 . Better customer and product mix, procurement and operational efficiencies, reduction in finance cost due to cash flow improvement helped company to improve margins for the year.

Consolidated Profitability

The company recorded PBT of ? 3,395.75 Lacs. Increase in the sales volume, procurement and operational efficiencies helped company to improve margins for the year.

Impairment Loss

There is no impairment of loss during the year.

b) Subsidiary in USA:-

During the year, the company opened its subsidiary company in USA as J Flexo Inc. The subsidiary company started its operation, and it is expected to scale up the business in ensuing years.

c) Business Combination:-

During the year, the company into shareholders agreement to acquire business of Prakash Flexibles Private Limited (PFPL), Chennai. PFPL is engaged in the business of manufacturing different types of film-based packaging material, poly coated laminated paper, adhesive lamination, extrusion coating, hot melt, and special type coatings which are mainly used for packing of confectionery, detergents, soaps, etc.

The acquisition of PFPL will enable JFL to utilize existing infrastructure (factory setup) and expand customer base in Tamil Nadu, Karnataka, Puducherry, Kerala, Telengana, Andhra Pradesh & other states with addition of new reputed clients like HUL, ITC, Cavinkare and Lotte India Corp. Ltd. etc.

The acquisition of business will take place by way of demerger. The company is in process to file required demerger scheme with NCLT Mumbai and Chennai.

d) DIVIDEND:-

Your directors do not recommend any dividend for the financial year ended on March 31, 2024.

e) SHARE CAPITAL:- Authorised Share Capital:-

During the Year under review the Authorised Capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty Five Crore Only ) divided in to 50,000 Equity Shares of Rs. 5000/- each.

Issue Subscribed and Fully Paid Up Equity Share Capital:-

The paid-up Equity Share Capital as of March 31, 2024 stood at 1920.00 lacs. Further, during the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2024 none of the Directors of the Company hold instruments convertible into equity shares of the company.

d) TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:-

During the year under review, your company has not transferred any amount to Investor Education and Protection Fund (IEPF).

3. REVISION OF FINANCIAL STATEMENT:-

There was no revision of the financial statements for the year under review.

4. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:-

During the year under review, your Company haveSubsidiary(ies)/WhoUy Owned Subsidiary(ies),Associate(s) and Joint Venture(s)Companies as per Companies Act, 2013.

Sr. No.	Name of the Company	% of Shareholding
1.	J FLEXO INC. Incorporation Number: 0450985246 Registered Office Address: 2 UNIVERSITY PLAZA SUITE 100,HACKENSACK, NEW JERSEY 07601 Date of Incorporation: 06/19/2023	100

5. TRANSFER TO RESERVES:-

The Board of Directors has not recommended the transfer of any amount of profits to reserves during the year under review. Hence, the entire amount of profits for the year under review has been carried forward to the statement of Profit and Loss.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:- DECLARATION OF INDEPENDENCE:-

During the year under review, provision related to Section 149 of the Companies Act,2013pertaining to the appointment of Independent Directors is not applicable to the Company. Accordingly, Declaration under said section from Independent Director relating declaration of independence is not applicable to the Company.

CHANGE IN DESIGNATION OF DIRECTORS:-

During the year under review, there is change in the designations of the Directors of the company which is approved by the Shareholders of the company on 23rdDay of October,2023 at the duly convened extra ordinary general meeting of the company at the registered office of the

JHAVERIFLEXO INDIA PRIVATE LIMITED Standalone Financial Statements for period 01/04/2023 to 31/03/2024 company.

Following changes approved by the shareholders in the designation of directors.

1. Mr. Alay Sandeep Jhaveri (Managing Director from 01stNovember,2023)

2. Mr. Mrunal Sandeep (Executive Director from 01st November,2023)

3. Mr. Sandeep Jhaveri (Chairman Emeritus from 01stNovember,2023)

CESSATION OF DIRECTOR:-

During the year under review, None of the Director of the Director ceases to be associated with the Company.

APPOINTMENT OF KEY MANAGERIAL PERSONNEL:-

During the year under review, there is no change in the key Managerial Personnel of the Company.

CESSATION OF KEY MANAGERIAL PERSONNEL:-

During the year under review, there is no change in the key Managerial Personnel of the Company.

7. CHANGES IN MEMORANDUM AND ARTICLE OF ASSOCIATION OF COMPANY:-

CHANGE IN MEMORANDUM OF ASSOCIATION:-

During the year under review, your company has not amended Memorandum of Association pursuant to the Companies Act, 2013.

CHANGE IN ARTICLE OF ASSOCIATION:-

During the year under review, your company has not amended Article of Association pursuant to the Companies Act, 2013.

8. DIRECTORS RESPONSIBILITY STATEMENT:-

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31,2024, the Board of Directors hereby confirms that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. Such accounting policies have been selected and applied consistently and the Directors 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 of March 31, 2024 and of the profit/loss of the Company for that year;

c. Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The annual accounts of the Company have been prepared on a going concern basis;

e. Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:-

As required under Companies Act, 2013 a cash flow statement is part of the Annual Report 2023-2024. Further, the Consolidated Financial Statements of the Company for the financial year 2023-2024 are prepared in compliance with the applicable provisions of the Act, Accounting Standards as the company does have Wholly Owned Subsidiary.?

10. DETAILS OF BOARD AND COMMITTEE MEETING:-

The Board of Directors met 05 (Five) times during the financial year ended March 31, 2024 detailed as below:-

Sr. No.

Date

Rajul Sandeep Jhaveri

Sandeep Jhaveri

Alay Sandeep Jhaveri

Mrunal Sandeep Jhaveri

 

1

06.06.2023

Yes

Yes