Sabar Flex India Ltd Directors Report

To,

The Members,

Sabar Flex India Limited,

Ahemdabad

Your directors have pleasure in presenting the 7^th Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2025.

1. FINANCIAL RESULTS:

The Companys financial performance for the year under review along with previous years figures is given hereunder:

[Rounded off in Lakhs.)

PARTICULARS	For The Year Ended On 31.03.2025	For The Year Ended On 31.03.2024
Net Income from Business Operations	14771.82	12616.80
Other Income	0.29	21.35
Total Income	14772.12	12638.15
Total Expenses	14669.74	12037.45
Profit / (loss) before tax	102.38	600.07
Prior Period Items	0	0
Profit before Tax	102.38	600.07
Less Tax Expenses:	31.87	167.20
Net Profit after Tax	70.51	433.50

2. STATE OF AFFAIRS:

The Company is engaged in the business of packaging products made from plastics whicli caters to the packaging requirements of various industries. There has been no change in the business of the Company during the financial year ended March 31.2025.

The highlights of the Companys performance are as under:

i. Revenue from operations for the year ended on March 31, 2025 and March 31. 2024 is Rs. 14771,82 Lakhs and Rs. 12616.80 Lakhs respectively.

ii. Other incomes for the year ended on March 31. 2025 and March 31. 2024 is Rs. 0.29 Lakhs and Rs. 21.35 Lakhs.

iii. Net profit for the year ended for the year ended on March 31, 2025 and March 31. 2024 is Rs. 70.51 Lakhs and Rs. 433.50 Lakhs respectively.

.1. SHARK CAPITAL:

Authorised Share Capital

As on March 31, 2025, the Authorised Share Capital of the Company is Rs. 24,92,00,000/- (Rupees twenty four crore ninety two lakh Only) divided into 2,49,20,000 Equity Shares of Rs. 10/- each.

Paid up Share Capital

As on March 31, 2025. the paid-up equity share capital of the company is Rs 19.21.93,640/- (Rupees nineteen crore twenty one lakh ninety-three thousand six hundred forty only] divided into 1,92.19.364 (one crore ninety-two lakhs nineteen thousand three hundred and sixty-four] equiLy shares each having face value of rs. 10/- (ten).

4. DIVIDEND:

The Board of Directors do not recommend any dividend and the entire amount of profits is transferred to the Reserves of the company.

5. RESERVES:

The Company transfers the entire profits of Rs. 70.51/- Lakhs to the Reserves of the Company.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AN1) PROTECTION FUND: During the year, no amount of unclaimed dividend has been transferred to IF.PF.

7. DETAILS OF SUBSIDIARY, OINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATED AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

9. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are annexed as Anncxurc "A".

10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy. The Risk Management Policy has been uploaded on the website of the Company at https:/ / www-sa barflex.com /.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies act. 2013 are not applicable to the company considering the net worth, turnover and net profit ot the company.

12. PARTICUIARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

13. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect itself from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company follows all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

The internal auditor of the company, Mr. Arnit Parmar, checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

14. STATUTORY AUDITORS:

M/s. Patel fain & Associates, Chartered Accountants. (FRN: 129797W) were appointed as the statutory auditors of the Company at the First Annual General Meeting of the Company for a period of five years. M/s. Patel Jain & Associates will complete their present term at the conclusion of the ensuing Annual General Meeting.

The Board has recommended the rc-appointmcnt of M/s. Patel fain & Associates. Chartered Accountants. (FRN: 129797W). as Auditors of the Company, for a period of five years from the conclusion of ensuing Annual General Meeting of the Company.

M/s. Patel fain & Associates. Chartered Accountants, have confirmed their eligibility and qualification required under the Act for holding the office as Auditors of the Company.

The report of the Statutory Auditors of the Company is annexed herewith.

The auditors have not reported any frauds under sub section 12 of section 143 other than those which are reportable to the Central Government.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditor.

15. ANNUAL RETURN:

The Annual Return pursuant to the provisions ol Section 92 has been placed at website of the Company at https://www.s3barflex.com/

16. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014, the Company has appointed M/s. SCS & Co. LLP, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report of Secretarial Auditor is annexed herewith as Annexure "B".

The Shareholders/members are requested to consider and approve the appointment of the Secretarial Auditors of the Company.

17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

7 (Seven) Board Meetings were held during the financial year ended March 31, 2025 on the following dates:

Sr. No.	Date of meeting	Total Directors	Directors Present
1.	06/04/2024	5	5
2.	28/05/2024	5	5
3.	04/09/2024	3	3
4,	06/09/2024	5	5
5.	14/11/2024	4	4
6.	06/12/2024	5	5
7.	18/02/2025	5	5

18. DIRECTOR RESPOSNS1B1L1TY STATEMENT:

Yourdirectors wish to inform that the Audited Accounts containing financial statements for the financial year 2021-25 arc in full conformity with the requirements of the Companies Act 2013. They believe that the financial statement reflects fairly, the form and substance of transactions earned out during the year and reasonably present the Companys financial condition and results of operations.

In accordance with the provisions of Section 134(13) of the Companies Act. 2013 the Board hereby submits its responsibility statement:

a. in the preparation of the annual accounts, the applicable accounting standards had 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 llie company at the end of the financial year and of the profit and loss of the company for that period;

c. the directors had 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 had prepared the annual accounts on a going concern basis; and

e. The directors had laid down internal financial controls to be followed hy the company and that such internal financial controls are adequate and operating 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.

19. DEPOSITS:

The company has not invited, accepted or renewed any deposit within the meaning of Chapter V other than exempted deposit as prescribed under the provisions of the Company Act 2013 and the rules framed thereunder, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8(5}(v) and (vi) of the Companies (Accounts) Rules, 2014.

20. DIRECTORS / KEY MANAGERIAL PERSONNEL:

a. RETIREMENT BY ROTATION:

In accordance with the provisions of the Companies Act 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. MANISHBHAI GOVINDBHAI CI1AUDHARY (DIN: 09829282). Non-Executive Director shall retire by rotation in the ensuing Annual General Meeting is seeking re-appointment.

b. CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

There has been a change in the constitution of the Board during the year under review. During the year, three Directors resigned from the Board and three new Directors were appointed. Accordingly, the str ucture of the Board as on the date of this Report is as follows:

1.	Mr. Hikmatbahadur Krishabahadur Kunwar	: Managing Director
2.	Ms. Bhavna Basantbhai Shah	: Independent Director
3.	Ms. Privanka K Gola	: Independent Director
4.	Mr. Becharsinh Harisinh Chauhan	: Director
5.	Mr. Manishbhai Govindbhai Chaudhary	: Director
6.	Ms. Tinkle Zapalbahadur Rawal	: Chief financial officer

Ms. Sonalbahcn Pratik Bhatt (DIN: 09507674), resigned from the position of Director of company with effect from September 04, 2024.

Mr. Manoj Kumar Agarwal (DIN: 08108458), Director of the Company, who retires by rotation at the ensuing Annual General Meeting of the Company, who docs not offer himself for re-appointment, be not re-appointed as a Director of the Company.

Mr. Shubham ain (DIN: 09s36323), resigned from the position of Independent Director of company with effect from November 14,2024.

Mr. Becharsinh Harisinh Chauhan (DIN: 09269744) was appointed as an Additional Director (Executive) with effect from September 04, 2024, and is liable to retire by rotation.

Mr. Manishbhai Govindbhai Chaudhary [DIN: 09029282) was appointed as Additional Director (Non- Executive) with effect from September 04,2024. and is liable to retire by rotation.

Ms. Priyanka Gola (DIN: 09384530) was appointed as an Additional Director (Independent Director - Non-Executive) with effect from November 14.2024.

ROARD EVALUATION:

Pursuant to the provisions of the Companies Act. 2013 and SFBI (listing Obligations and Disclosure Requirements) Regulations 2015, had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise was carried out through a structured evaluation process covering the various aspects of the Boards functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues eta

The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the chairperson and the non-independent Directors were carried out by the independent Directors.

C REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining, qualifications, positive attributes and independence of a director and also a policy for remuneration of directors, key managerial personnel and senior management. The policy is available at the website of company at https:/ /www.saharflex.com/ .

d. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

21. 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.

Constitution of Committees are as under:

1) Audit Committee:

During the year, the Audit Committee was reconstituted in line with the applicable provisions. The composition of the Committee as on November 14. 2024. is as under, and four meetings of the Committee were held during the year.

Mr. Bhavna Basanlbhai Shall	Non-Executive and Independent Director	Chairperson
Ms. Priyanka K Cola	Non-Executive and Independent Director	Member
Mr. Manishbhai govindbhai chaudhary	Non- Executive	Member

The term of reference:

i. Recommendation for appointment, remuneration and terms of appointment of auditors of the company.

ii. Review and monitor the auditors independence and performance, and effectiveness of audit process.

iii. Examination of the financial statement and auditors report thereon.

iv. Approval or any subsequent modification of transactions of the company with related parties.

v. Scrutiny of inter-corporate loans and investments.

vi. Valuation of undertakings or assets of the company, wherever it is necessary.

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

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

ix. The Audit Committee may call for the comments of the auditors about internal control system, the scope of audit, including the observations of the auditors and review of the financial statement before their submission to the Board and may also discuss any related issue with the internal and statutory auditors and the management of the company.

x. The Audit Committee shall have authority to investigate into any matter in relation to the items specified above in (i) to (iv) or referred to it by the Board and for this purpose shall gave power to obtain professional advice from externa! sources and have full access to information contained the records of the company.

xi. The auditors of a company and the key managerial personnel shall have a right to be heard in the meetings of the Audit Committee when it considers the auditors report but shall not have the right to vote.

xii. The Boards report under sub-section (3) of section 134 shall disclose the composition of Audit Committee and where the Board had not accepted any recommendation of the Audit Committee, die same shall be disclosed in such report along with the reasons thereof.

xiii. The victims/persons who use vigil mechanism can direct access to the chairperson of the Audit Committee in appropriate or exceptional cases,

2) Nomination and Remuneration Committee.

During the year, the Nomination and Remuneration Committee was reconstituted in line with the applicable provisions. The composition of the Committee as on November 14. 2024, is as under, and four meetings of the Committee were held during the year.

Mr. Bhavna Basantbhai Shah	Non-Executive and Independent Director	Chairperson
Ms. Priyanka K Gola	Non-Executive and Independent Director	Member
Mr. Manishbhai govindbhai chaudhary	Non- Executive	Member

The term of reference:

i. To identify persons who arc qualified to become Directors and who may he appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance.

ii. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

iii. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

1. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

2. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

3. 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:

iv. Regularly review the Human Resource function of the Company.

v. Discharge such other functions) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

vi. Make reports to the Board as appropriate.

vii. Review and reassess the adequacy of his charter periodically and recommend any proposed changes to the Board for approval from time to time.

viii. Any other work and policy related and incidental to the objectives of the committee as per provisions of the Act and rules made thereunder.

3) Stakeholders Relationship Committee.

During the year, the Stakeholders Relationship Committee was reconstituted in line with the applicable provisions. The composition of the Committee as on November 14, 2024, is as under, and one meeting of the Committee were held during the year.

Mr. Manishbhai (iovindbhai Chaudhary	Non- Executive	Chairperson
Ms. Priyanka K Gola	Non-Executive and Independent Director	Member
Ms. Bhavna Basantbhai Shah	Non-Executive and Independent Director	Member

22. PARTICULARS OF CONTRACTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year ended 31st March, 2023 were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large.

Further, the transactions related party transactions other the those considered in The Companies Act, 2013 are disclosed in the Audited Financial Statements.

23. CORPORATE GOVERNANCE:

Provisions relating to corporate governance report under schedule v of SEBI (listing obligations and disclosure requirements) regulations, 2015 are not applicable to SME listed company pursuant to regulation 15 under chapter iv of SEBI (LODR) regulations, 2015 hence the same has not been annexed to the boards report

24. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as Annexure "C" to this Report.

25. PARTICULARS OF EMPLOYEES:

Disclosure under the provisions of Section 197 of the Companies Act. 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year.

1. Mr. llikmatbahadur Krishabahadur Kunvvar	16.5:1
2. Ms. Bhavna Basantbhai Shall	NIL
3. Ms. Priyanka K Gola	NIL
4. Mr. Becharsinh Harisinh Chauhan	NIL
5. Mr. Manishbhai Govindbhai Chaudhary	NIL

b. The percentage increase in the remuneration of each director. Chief Executive Officer. Chief Financial Officer and Company Secretary, if any in the financial year.

Sr. Name	Designation	% Increase
1 Mr. Hikmatbahadur Krishabahadur Kunwar	Managing Director	0%
2 Ms. Bhavna Basantbhai Shah	Independent Director	0%
3 Ms. Priyanka K Gola	Independent Director	0%
4 Mr. Becharsinh Harisinh Chauhan	Executive Director	0%
5 Mr. Manishbhai Govindbhai Chaudhary	Non-Executive Director	0%
6 Ms. Neha Sharma	CS	0%
7 Ms. Tinkle Zapatbahadur Rawal	CKO	0%

c) The median remuneration of employees of the Company during the financial year 2024-25 was Rs. 2,18.400/-,

d) The number of permanent employees on the rolls of the Company as on 31.03.2025. - 40 (Forty)

e) Average percentiles increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

f) Affirmation that the remuneration is as per the remuneration policy of the company.

- The Companys remuneration policy is driven by the success of the Company during the year under review. The Company affirms that the remuneration is as per remuneration policy of the Company.

g) The names of the lop ten employees in terms of remuneration drawn:

Name of Employee	Designation	Remunerat ion received	Nature of Employment (Contractual Or otherwise)	Qualifications and experience of the employee;	Date of commence ment of employmen	The age of such emplo yee	The percentage of equity shares held by the employee in tile company
Ravindra Punjabhai Parmar	Operator	34,500	Permanent	10 PASS	14/11/2018	47	NIL
Haflzurrahaman	Production Manager	70,200	Permanent	M.SC	04/02/2017	35	NIL
Kalaji Chauhan	Maintenance Head	50,000	Permanent	10 PASS	01/06/2011	50	NIL
lintyaz Arisari	QC	15,000	Permanent	DIPLOMA MIC	17/10/2024	40	NIL
Merajuddin Raja Ansari	Dispatch St Rilling	30,000	Permanent	Pf.DCA	01/04/2014	39	NIL
Anand Singh	Ink In charge	42,000	Permanent	BA	16/07/2020	32	NIL
Nareshkumar Lakhabhai Vankar	HR	23.000	Permanent	B A, B ED	26/12/2016	38	NIL
Hiteshsinh N Parma r	Supervisor	26,000	Permanent	10 PASS	01/06/2004	48	NIL
Niranjankumar ] Kujur	Operator	31,000	Permanent	12 PASS	20/05/2017	47	NIL
Makar Run war	Supervisor	20,800	Permanent	12 PASS	17/11/2021	35	NIL

h) The name of every employee, who:

1. ) Employed throughout the financial year, was in receipt of remuneration lor that year which, in the aggregate, was not less than One Crore and Two Lakh Rupees: 0

2. ) Employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less them Eight Lakh and Fifty Thousand Rupees per month: 0

3. ) Employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company: 0

26. COST AUDITORS:

The section 148 read with Companies (Audit & Auditors) Rules. 2014 and other applicable provisions, if any. of the Companies Act. 2013 are not applicable to the Company Hence, the Board of Directors of your company had not appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year2024-25.

27. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards (I & II) issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.

28. PREVENTION OF INSIDER TRADING:

Your company has adopted the "Code of Conduct on Prohibition of insider trading "and "Code of Conduct for Directors and Senior Management Personnel" for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.

29. INDUSTRIAL RELATIONS (HUMAN RESOURCES):

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

30. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company is committed to provide a safe and conducive work environment to its employees during die year under review. The company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition & Redressal) Act. 2013.

During the year under review, the Company did not receive any complaint as under:

a.	Number of complaints received duringtheycar	Nil
b.	Number of complaints disposed off during the year	Nil
c.	Number of cases pending for more than 90 days	Nil

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

There have been no significant and material orders passed by any regulators or courts or tribunals, impacting the going concern status of the Company ;uid its future operations.

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

There were no applications which are made by or against the company under The Insolvency and Bankruptcy Code, 2016 during the year.

33. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in compliance of the provision of Maternity Benefit Act, 1961 to the extent applicable.

34. ACKNOWLEDGEMENTS

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

	FOR AND ON BEHALF OFTHF. BOARD OF DIRECTORS
	Sd/*	Sd/-
	HIKMATBAHADUR	BECHARSINH HARISINH
	KR1SIIABAI1ADUR KUNWAR	Cl 1A Ul IAN
Date: November 11,202.?	Managing Director	Director
Ahmcdabad	DIN:00024010	DIN:09269744