RFBL Flexi Pack Ltd Directors Report

1. FINANCIAL HIGHLIGHTS

The following are the financial results of the Company for the year ended on March 31, 2026:

(Amount in Rs. In Lakh)

Particulars	Standalone 2025-26	Standalone 2024-25
Revenue from Operations	14,837.26	13,546.07
Other Income	-	0.12
Less: Expenses	13,671.26	12,392.22
Profit/(Loss) Before Tax	1,166.00	1,153.97
Less: Tax Expenses
- Current Tax	340.18	343.48
- Deferred Tax	0.57	11.12
Profit/(Loss) for the year	825.25	799.36

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY S AFFAIRS

The Key highlights pertaining to the business operations of the Company for the year 2025-26 have been given hereunder:

For Standalone (Amount in Lakhs):

The total revenue from operation of the Company during the financial year 2025-26 is Rs. 14,837.26. The total expenses of the Company during the financial year 2025-26 is Rs. 13,671.26. The Company has earned net profit of Rs. 825.25.

Your directors are optimistic about the Companys business and hopeful of better performance with increased revenue and profit in the coming year.

3. DIVIDEND

With a view to meeting future requirements of projects and to strengthening the financial position of the Company, your directors have decided not to recommend any dividend for the period under review.

The Board of Directors of the Company has approved the dividend distribution policy in line with Regulation 43A of the Listing Regulations. The Policy broadly specifies the external and internal factors including financial parameters that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend and how the retained earnings shall be utilized, etc.

4. RESERVES

The Company does not propose to transfer any amount to General Reserves.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year under review.

6. DEMATERIALISATION OF EQUITY SHARES

All the Equity Shares of the Company are in dematerialized form with either of the depositories viz. NSDL/CDSL. The ISIN No. allotted is INE0V2V01015.

7. DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

8. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint Venture or Associate Company as defined under the provisions of the Companies Act, 2013.

9. SHARE CAPITAL

During the year under review, The Authorized Share Capital of the Company is increased from existing Rs. 1,25,00,000 /- (Rupees One Crore Twenty-Five Lakh Only) divided into 12,50,000 (Twelve Lakh Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 24,00,00,000/- (Rupees Twenty-Four Only) divided into 2,40,00,000 (Two Crore Forty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each.

During the year under review, the Company allotted 1,50,00,000 (One Crore Fifty Lakh) fully paid-up Equity Shares of 10 each by way of Bonus Issue on June 07, 2025.

Subsequent to the close of the financial year, the Company successfully completed its Initial Public Offering (IPO) aggregating to 3,532.50 Lakhs at an issue price of 50 per Equity Share, pursuant to which 70,65,000 Equity Shares of 10 each were allotted to the shareholders on 15 May 2026. The Equity Shares of the Company were subsequently listed on the NSE SME Platform on 19 May 2026.

Accordingly, the paid-up share capital of the Company increased from 1,25,00,000 (Rupees One Crore Twenty-Five Lakh only), divided into 12,50,000 (Twelve Lakh Fifty Thousand) Equity Shares of 10 each, at the beginning of the financial year, to 23,31,50,000 (Rupees Twenty-Three Crore Thirty-One Lakh Fifty Thousand only), divided into 2,33,15,000 (Two Crore Thirty-Three Lakh Fifteen Thousand) Equity Shares of 10 each, subsequent to the completion of the Initial Public Offering (IPO).

10. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review, the Company allotted 1,50,00,000 (One Crore Fifty Lakh) fully paid-up Equity Shares of 10 each by way of Bonus Issue on June 07, 2025, in accordance with the applicable provisions of the Companies Act, 2013 and SEBI Regulations.

Further, subsequent to the close of the financial year, the Company successfully completed its Initial Public Offering (IPO) aggregating to 3,532.50 Lakhs at an issue price of 50 per Equity Share, pursuant to which 70,65,000 (Seventy Lakh Sixty-Five Thousand) Equity Shares of 10 each were allotted to the shareholders on 15 May 2026. The Equity Shares of the Company were thereafter listed on the NSE SME Platform on 19 May 2026.

These corporate actions have materially impacted the capital structure of the Company and strengthened its financial position by broadening the shareholder base and enhancing liquidity.

11. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-I forming part of this Report.

12. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2025, on its website https://rflflexi.com/ .

13. PARTICULARS OF EMPLOYEES

The disclosures pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as Annexure II .

14. STATUTORY AUDITORS

The present Auditors of the Company, M/s. B. S. Thakker & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 123051W), were appointed as the Statutory Auditors of the Company at the 16th Annual General Meeting for a period of five years, commencing from the conclusion of the 16th AGM until the conclusion of the 21st Annual General Meeting of the Company to be held for the financial year 2025-26. The Auditors, vide their resignation letter dated July 2, 2026, have resigned from the office of Statutory Auditors citing completion of their tenure.

The Board of Directors, at its meeting held on July 2, 2026, appointed M/s. Sarang Shivajirao Chavan & Associates, Chartered Accountants, as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of the existing Statutory Auditors, to hold office until the conclusion of the ensuing General Meeting of the Company. Subject to the approval of the members at the ensuing General Meeting, M/s. Sarang Shivajirao Chavan & Associates, Chartered Accountants, shall be appointed as the Statutory Auditors of the Company for a period of five consecutive financial years, in accordance with the applicable provisions of the Companies Act, 2013.

The statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and other applicable guidelines and regulations.

15. AUDITOR S REPORT AND BOARD S COMMENTS THEREON

The Auditor s report does not contain any qualification, reservation and adverse remarks. The notes on financial statement referred to in the Auditor s report are self-explanatory and do not call for any comments.

16. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013 except as qualified by the Auditor in its Report. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

17. CORPORATE GOVERNANCE

As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance Disclosure is not applicable to the Company listed on the SME platform. Hence, the Company is not required to make disclosures in the Corporate Governance Report.

18. CORPORATE SOCIAL RESPONSIBILITY

During the period under review, the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) became applicable to the Company, as the Company crossed one of the prescribed thresholds, namely, achievement of net profit in excess of 5 Crore during the Financial Year 2023-24.

Accordingly, the Board of Directors of the Company has framed and adopted Corporate Social Responsibility Policy ( CSR Policy ) of the Company and has discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the Corporate Social Responsibility Policy ( CSR Policy ). The CSR Policy of the Company, inter alia, covers CSR vision and objective and also provides for CSR projects, programs and activities. The CSR Policy may be accessed on the Company s website at https://rbfllflexi.com . In terms of the CSR Policy, the focus areas of engagement shall be eradicating hunger, poverty, preventative health care, education, rural areas development, empowerment of women, environmental sustainability and protection of national heritage, art and culture and other need based initiatives.

During the year under review, the Company has spent Rs.14,00,000 i.e. more than 2% of the average net profit of last three financial years on CSR activities. The Annual Report on CSR activities as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure III to this Report.

19. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The details of Board of Directors and Key Managerial Personnel and changes of the Company therein, for the Financial Year 2025-26 and as on date of this Report are as follows:

S.N.	Name of Directors and Key Managerial Personnel	Designation	Date of Appointment	Date of Cessation
1.	Kunjit Maheshbhai Patel	Managing Director	28/12/2022	-
2.	Amit Punambhai Parmar	Executive Director	03/11/2023	-
3.	Dipika Balkrushna Shah	Independent Director	06/11/2025	-
4.	Mayuri Bipinbhai Rupareliva	Independent Director	06/11/2025	-
5.	Kriya Dipakbhai Shah	Independent Director	31/07/2025	-
6.	Uday Misal	Company Secretary	10/01/2025	-
7.	Amit Punambhai Parmar	Chief Financial Officer	23/07/2025	-

During the year under review, Mr. Amit Punambhai Parmar was appointed as Executive Director with effect from July 23, 2025, marking a change in his designation within the Board. On the same date, Mr. Pankaj Baid resigned from the position of Non-Executive Independent Director.

Subsequently, on July 31, 2025, the Board appointed Ms. Kriya Dipakbhai Shah as an Additional Director in the capacity of Non-Executive Independent Director, subject to regularization by the shareholders at the ensuing general meeting.

Further, on November 6, 2025, the Board appointed Ms. Dipika Balkrushna Shah and Ms. Mayuri Bipinbhai Rupareliva as Additional Directors in the capacity of Non-Executive Independent Directors, thereby enhancing diversity and independence in the Board s composition. On the same date, Ms. Aesha Harsh Shah and Mr. Nishit Bharatbhai Popat resigned from their positions as Non-Executive Independent Directors, resulting in changes to the Independent Directors representation on the Board.

A brief profile of the Directors who are being re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

As per the requirement of section 134(3)(d) of the Companies Act, 2013, the Company states that it has received the Declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013.

a) Appointment of Company Secretary

The Board of Directors duly complied with the Regulation 6 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, in order to appoint Uday Misal, Company Secretary, as a Whole Time Company Secretary and Compliance Officer of the company to meet up with the grievance of the company and investors thereto.

b) Meetings of the Board of Directors

The Board of Directors duly met 10 times during the financial year under review.

The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and the Secretarial Standard-I and MCA Circulars. The prescribed quorum was presented for all the Meetings.

c) Disclosure relating to Remuneration

The disclosures pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as Annexure II .

d) Committees of the Board

In terms of Companies Act, 2013, our Company has already constituted the following Committees of the Board:

1. Audit Committee.

2. Nomination and Remuneration Committee.

3. Stakeholders Relationship Committee.

Constitute of Committees are as under:

I. Audit Committee

Our Company has formed the Audit committee as per Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations. The Audit Committee of the Company was reconstituted pursuant to the Board resolution dated November 6, 2025 and Audit Committee comprises of the following members:

Name	Designation in the Committee	Nature of Directorship
Dipika Balkrushna Shah	Chairman	Non-Executive Independent Director
Mayuri Bipinbhai Rupareliya	Member	Non-Executive Independent Director
Kunjit Maheshbhai Patel	Member	Managing Director

The Company Secretary shall act as the secretary of the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the shareholders in any matter relating to financial statements.

The scope, functions and the terms of reference of our Audit Committee, is in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations which are as follows:

The term of reference:

The Audit Committee shall be responsible for, among other things, as may be required by the stock exchange(s) from time to time, the following:

1. Oversight of financial reporting process and the disclosure of financial information relating to the Company to ensure that the financial statements are correct, sufficient and credible.

2. Recommendation for appointment, re-appointment, replacement, remuneration and terms of appointment of auditors of the Company and fixation of the audit fee.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Formulation of a policy on related party transactions, which shall include materiality of related party transactions.

5. Reviewing, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvals given.

6. Examining and reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to: a. Matters required to be included in the Directors Responsibility Statement in terms of Section 134(3)(c) of the Companies Act, 2013 b. Changes, if any, in accounting policies and practices and reasons for the same c. Major accounting entries involving estimates based on the exercise of judgment by management d. Significant adjustments made in the financial statements arising out of audit findings e. Compliance with listing and other legal requirements relating to financial statements f. Disclosure of any related party transactions g. Modified opinion(s) in the draft audit report

7. Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval.

8. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice, and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take steps in this matter.

9. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process.

10. Approval of any subsequent modification of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company, subject to the conditions as may be prescribed. Explanation: The term related party transactions shall have the same meaning as provided in Clause 2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013.

11. Scrutiny of inter-corporate loans and investments.

12. Valuation of undertakings or assets of the Company, wherever necessary.

13. Evaluation of internal financial controls and risk management systems.

14. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

15. Reviewing the adequacy of the internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage, and frequency of internal audit.

16. Discussion with internal auditors of any significant findings and follow-up thereon.

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud, irregularity, or a failure of internal control systems of a material nature, and reporting the matter to the Board.

18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

19. Recommending to the Board of Directors the appointment and removal of the external auditor, fixation of audit fees, and approval for payment for any other services.

20. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, members (in case of non-payment of declared dividends), and creditors.

21. Reviewing the functioning of the whistle blower mechanism.

22. Monitoring the end use of funds raised through public offers and related matters.

23. Overseeing the vigil mechanism established by the Company, with the Chairman of the Audit Committee directly hearing grievances of victimization of employees and directors who used the vigil mechanism to report genuine concerns in appropriate and exceptional cases.

24. Approval of appointment of Chief Financial Officer (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience, and background of the candidate.

25. Reviewing the utilization of loans and/or advances from, or investment by, the holding company in the subsidiary exceeding 1,000,000,000 or 10% of the asset size of the subsidiary, whichever is lower, including existing loans/advances/investments.

26. Carrying out any other functions required to be performed as per the terms of reference of the Audit Committee contained in the SEBI Listing Regulations or any other applicable law, as amended from time to time.

II. Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of the following members:

Name	Designation in the Committee	Nature of Directorship
Dipika Balkrushna Shah	Chairman	Non-Executive Independent Director
Mayuri Bipinbhai Ruparelaya	Member	Non-Executive Independent Director
Kriya Dipakbhai Shah	Member	Non-Executive Independent Director

The term of reference:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors of the Company (Board or Board of Directors) a policy relating to the remuneration of the directors, key managerial personnel and other employees (Remuneration Policy);

2. The Nomination and Remuneration Committee, while formulating the Remuneration Policy, should ensure that: a. the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully; b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

3. Formulation of criteria for evaluation of performance of independent directors and the Board;

4. Devising a policy on Board diversity;

5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal and shall specify the manner for effective evaluation of performance of the Board, its committees, and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. The Company shall disclose the Remuneration Policy and the evaluation criteria in its annual report;

6. Reviewing and recommending to the Board, manpower plan/ budget and sanction of new senior management positions from time to time in the future;

7. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge, and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Nomination and Remuneration Committee may: a. Use the services of an external agencies, if required; b. Consider candidates from a wide range of backgrounds, having due regard to diversity; and

8. Entering or continuing the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

9. Evaluation and recommendation of termination of appointment of directors in accordance with the Boards governance principles for cause or for other appropriate reasons;

10. Making recommendations to the Board in relation to the appointment, promotion and removal of the senior management personnel;

11. Recommending to the Board, all remuneration, in whatever form, payable to senior management, including revisions thereto;

12. Administering, monitoring and formulating detailed terms and conditions of the Employees Stock Option Scheme of the Company;

13. Framing suitable policies and systems to ensure that there is no violation, as amended from time to time, of any securities laws or any other applicable laws in India or overseas, including: i. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended; and ii. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended.

14. Carrying out any other function as is mandated by the Board from time to time and/or enforced/mandated by any statutory notification, amendment or modification, as may be applicable;

15. Performing such other functions as may be necessary or appropriate for the performance of its duties;

16. Periodically reviewing and re-examining the terms of reference and making recommendations to our Board for any proposed changes;

17. Authorization to obtain advice, reports or opinions from internal or external counsel and expert advisors;

18. Ensuring proper induction program for new directors, key managerial personnel and senior management and reviewing its effectiveness along with ensuring that on appointment, they receive a formal letter of appointment in accordance with guidelines provided under the Companies Act;

19. Developing a succession plan for our Board and senior management and regularly reviewing the plan;

20. Ensuring that it proactively maintains a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;

21. Consideration and determination of the Remuneration Policy based on performance and also bearing in mind that the remuneration is reasonable and sufficient to attract, retain and motivate members of the Board and senior management as the Nomination and Remuneration Committee deems fit;

22. Perform such other activities as may be delegated by the Board or specified/provided under the Companies Act to the extent notified and effective, as amended or by the SEBI Listing Regulations or by any other applicable law or regulatory authority.

III. Stakeholders Relationship Committee

Our Company has reconstituted the Stakeholder Relationship Committee as per Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations along with other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide Board Resolution Dated November 6, 2025. The members of the said Committee are as follow:

Name	Designation in the Committee	Nature of Directorship
Dipika Balkrushna Shah	Chairman	Non-Executive Independent Director
Kunjit Maheshbhai Patel	Member	Managing Director
Mayuri Bipinbhai Ruparelaya	Member	Non-Executive Independent Director

The Company Secretary shall act as the secretary of the Stakeholders Relationship Committee.

The scope and function of the Stakeholders Relationship Committee and its terms of reference shall include the following:

Terms of Reference

1. considering and specifically looking into various aspects of interests of shareholders, debenture holders and other security holders;

2. resolving the grievances of the security holders of the listed entity including complaints related to allotment of shares, transfer of shares or debentures, including non-receipt of share or debenture certificates and review of cases for refusal of transfer / transmission of shares and debentures, depository receipt, non-receipt of annual report, balance sheet or profit and loss account, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. and assisting with quarterly reporting of such complaints;

3. review of measures taken for effective exercise of voting rights by shareholders

4. investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

5. giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and rematerialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time;

6. review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the registrar and share transfer agent of the Company and to recommend measures for overall improvement in the quality of investor services;

7. review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company; and

8. Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.

IV. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was reconstituted by our Board through its resolution dated November 6, 2025. The Corporate Social Responsibility Committee is in compliance with Section 135 of the Companies Act. The current constitution of the Corporate Social Responsibility Committee is as follows:

Name	Designation in the Committee	Nature of Directorship
Dipika Balkrushna Shah	Chairman	Non-Executive Independent Director
Mayuri Bipinbhai Ruparelaya	Member	Non-Executive Independent Director
Kunjit Maheshbhai Patel	Member	Managing Director

The scope and function of the Corporate Social Responsibility Committee is in accordance with section 135 of the Companies Act, 2013.

The terms of reference of CSR Committee shall, inter-alia, include the following:

a. To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013; b. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the company; c. To monitor the CSR policy of the Company from time to time; d. Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time.

20. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings , respectively, have been duly followed by the Company.

21. COST AND SECRETARIAL AUDIT APPLICABILITY

COST AUDIT

Maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 are not applicable to the Company.

INTERNAL AUDIT

The Company was required to appoint Internal Auditor as per section 138(1) of Companies Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014 and the same is duly complied by the Company.

SECRETARIAL AUDIT

The Company was listed on the Stock Exchange in 24 May 2026. Accordingly, the provisions relating to Secretarial Audit under Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are applicable from the financial year 2026-27. Hence, Secretarial Audit for the financial year 2025-26 is not applicable to the Company.

22. GENERAL

During the year;

i) The Company does not have any ESOP scheme for its employees / Directors; ii) The Company has not bought back any of its securities; iii) The Company has not issued any Sweat Equity Shares;

23. FORMAL ANNUAL EVALUATION

Pursuant to the provision of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation its own performance, performance of individual directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligation etc. was carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

24. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the Company.

25. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

a. In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures. b. The Directors had 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 March 31, 2026 and of the profit of the Company for that year; c. The Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a going concern basis; and e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operate effectively. f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

There were no loans, guarantees or investments made by your Company under the provisions of Section 186 of the Companies Act, 2013 during the period under review. However, the details related to Loan/Guarantee or investment for earlier period is given in the note of Financial Statements.

27. RELATED PARTY TRANSACTION

Related party transactions that are entered during the financial year were in the ordinary course of Business and on an arm s length basis. The Company had entered into any contract/arrangement/transactions with related parties which could be considered material. Hence, the Company is required to attach Form AOC-2 pursuant to section 134 (3) (h) of the Companies act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 as Annexure - IV .

28. INSURANCE

All the properties and insurable interests of the Company to the extent required adequately insured.

29. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

There was no case filed during the year under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has constituted the Internal Complaints Committee. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

30. RISKS MANAGEMENT POLICY

The Company has a Risk Management Policy, which periodically assesses the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management Policy, the relevant parameters for protection of the environment, safety of operations and health of people at work are monitored regularly. Your Company has a Risk Management Policy in place and is available on the Company s website at https://rbflexi.com/ .

31. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company s Policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

32. VIGIL MECHANISM/WHISTLEBLOWER

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. Your Company has a Vigil Mechanism Policy in place and is available on the Company s website at https://rbflexi.com/ .

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There has been no significant and material order passed by any Regulators or Courts or Tribunals, impacting the going concern status of the Company and its future operations.

34. DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conversation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 during the year are as stated below:

(A) Conservation of energy - NIL (B) Technology absorption - NIL (C) Foreign Exchange Earnings & outgo: -

Particulars	For Financial year Ended March, 2026	For Financial year Ended March, 2025
Foreign Exchange Earnings	NIL	NIL
Foreign Exchange Outgo	NIL	NIL

35. GENERAL SHAREHOLDER S INFORMATION

Extra Ordinary General Meeting

There was one Extra Ordinary General Meeting held on May 07, 2025, during the year under consideration.

Annual General Meeting

The Annual General Meeting of the Members of the Company for the Financial year ended March 31, 2025 was held on August 28, 2025.

Listing on Stock Exchange

The Company s shares are listed on National Stock Exchange of India Limited on NSE Emerge platform w.e.f. May 19, 2026.

Address: C-1, Block-G Bandra Kurla Complex, Bandra (E), Mumbai-400 051

NSE Symbol: RFBL

Registrar and Transfer Agent (RTA)

KFIN Technologies Limited

Share transfer and all other Investor s / Shareholder s related activities are attended and processed by our Registrar and Transfer Agent. For lodgment of transfer deeds and any other documents, investors may contact KFIN Technologies Limited, 301, The Centrium, 3rd Floor, 57, Lal Bahadur Shastri Road, Nav Pada, Kurla (West), Mumbai - 400070, Maharashtra, India Email id: einward.ris@kfintech.com. However, shareholders holding shares in the electronic mode should address all correspondence to their respective Depository Participants.

36. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the nature of business of the Company.

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under report, no application was made against the Company nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

38. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting and the same has been reported in Annual Return of the company.

39. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013

The Company has used accounting software for maintaining its books of accounts for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares.

40. FRAUD S REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT U/S 143(12)

There were no frauds reported by the auditors under section 143(12) of Companies Act, 2013 during their course of audit for the financial year 2025-26.

41. ACKNOWLEDGEMENT

Your directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Company s affairs. The Directors also take this opportunity to thank all the Stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued support.

Date: 03.09.2026	By order of the Board ,
Place: Himatnagar	RFBL FLEXI PACK LIMITED
Registered Office:	Sd/-
Survey No 3 2, Plot No 1 5 ,	Behind KUNJIT MAHESHBHAI PATEL
Marutinandan Temple Dhandha, Himatnagar,
	CHAIRMAN CUM MANAGING DIRECTOR
Sabarkantha, Himatnagar, Gujarat, India,
383001	DIN: 06719295
Email: info@rfblflexi.com
Contact: +91 80475 23951
Web: https://rfblflexi.com/