Uflex Ltd Directors Report

To the Members,

Your Directors have the pleasure of presenting the 35^th Annual Report together with the Standalone & Consolidated Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2024.

Financial Results

The summarized financial results for the year ended 31^st March, 2024 and for the previous year ended 31^st March, 2023 are as follows:

[Rs. in Crores]

	Consolidated		Standalone
	Year Ended		Year Ended
	2024	2023	2024	2023
Revenue from	13363.63	14662.51	6610.23	6778.89
Operations
Other Income	158.97	129.42	41.32	38.12
Share in Profit / (Loss) of	-12.22	-4.99	--	--
Associate for the Year
Share in (Loss) of Joint	-0.59	-2.46	--	--
Venture for the Year
Total Income	13509.79	14784.48	6651.55	6817.01
Profit before Finance Cost,	1513.47	1878.50	770.10	761.74
Depreciation & Tax
Finance Cost	535.64	473.43	255.83	182.57
Depreciation	655.48	599.03	298.22	262.06
Profit before Exceptional	322.36	806.04	216.05	317.12
Items and Tax
Exceptional Items	-871.30	-150.00	0.00	0.00
Profit before Tax and a_er	-548.94	656.05	216.05	317.12
Exceptional Items
Less: Tax Expenses	142.22	175.29	55.07	73.40
Profit for the year before	-691.16	480.76	160.98	243.72
Non-controlling Interest
Non-Controlling Interest	0.17	-0.08	0.00	0.00
Profit for the year	-690.99	480.68	160.98	243.72
Total Other Comprehensive	432.27	350.57	1.17	-1.08
Income for the Year
Total Comprehensive	-258.89	831.33	162.15	242.64
Income for the Year

During the year under review, your Company has achieved consolidated total income and net profit (Loss) of Rs. 13509.79 crore and Rs. (690.99) crore respectively as against total income and net profit of 14784.48 crore and Rs. 480.69 crore respectively during the previous financial year ended 31^st March, 2023.

Further, your Company has achieved standalone total income of Rs. 6651.55 crore and net profit of Rs. 160.98 crore as against total income of Rs. 6817.01 crore and net profit of Rs. 243.72 crore during the previous financial year ended 31^st March, 2023.

The Details of financial performance of all subsidiaries and associates are contained in Note No. 54 of the Notes to Accounts to the Consolidated Financial Statements.

Transfer of Unclaimed Dividend to Authority

An amount of Rs. 11,08,690/- (Rupees Eleven Lac Eight Thousand Six Hundred Ninety only) was transferred to Investor Education and Protection Fund (IEPF) during the year under review.

Transfer of Unclaimed Shares to Authority

As per the Provision of Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, the Company has transferred 31,213 (Thirty One Thousand Two Hundred Thirteen) Equity Shares on which Dividend was not paid/claimed for more than seven consecutive years, to the Investor Education and Protection Fund (IEPF) during the year under review.

Dividend

Your Directors are pleased to recommend a dividend @ Re. 1.00 (Rupee One only) per share for the financial year ended 31^st March 2024 after considering future needs of the company for growth. The Dividend, as recommended by the Board, if declared at the meeting, will be paid to those members or their mandates: a) Whose names appear as Beneficial owners as at the end of business hours on Friday, the 30th August, 2024 in the list of Beneficial Owners to be furnished by National Securities Depository Limited and Central Depository Services (India) Limited in respect of the shares held in electronic form; and b) Whose names appear as members in the Register of Members of the Company as on Friday the 30th August, 2024.

Change in Nature of Business

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

Share Capital

The paid-up equity share capital outstanding as on 31^st March, 2024 was Rs. 72.21 Crore. During the year under review, the Company has neither issued Shares with

Di_erential Voting Rights nor granted Stock Options nor Sweat Equity. As on 31^st March, 2024 none of the Directors of the Company held any Equity Shares except Mr. Ashok Chaturvedi, Chairman & Managing Director who held 5,02,533 (Five Lac Two Thousand Five Hundred Thirty Three) Equity Shares of the Company.

Fixed Deposits

The company neither had any fixed deposits outstanding as on 31^st March 2024 nor fresh/renewal of deposits were accepted during the financial year 2023-2024. There were no unclaimed deposits as on 31^st March, 2024.

Directors and Key Managerial Personnel

Cessations

During the year, Mrs. Indu Liberhan (DIN : 03341420) and Mr. Pradeep Narendra Poddar (DIN : 00025199) ceased to be the Directors of the Company w.e.f. closing business hours of 27^th May, 2023 and 29^th May, 2023 respectively on account of completion of their respective second terms as Independent Directors of the Company.

Further, Mr. Jagmohan Mongia (DIN : 09051022) ceased to be the Whole-time Director of the Company w.e.f. the close of business hours on 14^th November, 2023.

The Board places on record its appreciation for the valuable contributions made by Mr. Jagmohan Mongia, Mrs. Indu Liberhan and Mr. Pradeep Narendra Poddar during their tenure as Directors of the Company.

Appointments

During the year under review, the Board of Directors, based on the recommendations of the Nomination and Remuneration Committee, had approved the appointment of the following Directors as per the applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 subject to the approvals of shareholders of the Company:

Sl. No.	Name of Director	Category	Tenure	Effective From
01.	Mr. Jeevaraj Gopal Pillai	Whole-time Director	5 years	14.11.2023
02.	Mr. Sujit Kumar Varma	Independent Director	1st term of 3 years	14.02.2023
03.	Mr. Ghyanendra Nath Bajpai	Independent Director	1st term of 3 years	17.04.2023
04.	Mrs. Rashmi Verma	Independent Director	1st term of 3 years	26.05.2023

Further, the shareholders of the Company have accorded their approval to the aforesaid appointments. The relevant details with respect to the approvals of the shareholders have been provided in the General Shareholder Information section, which forms a part of this Annual Report.

The Shareholders of the Company, by way of their Special Resolution passed through Postal Ballot on 8th February, 2024 have also approved the re-appointment of Mr. Ashok Chaturvedi, as Chairman & Managing Director of the Company for a period 5 (five) years w.e.f. 1^st February, 2024. None of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Independent Directors of your Company have given declarations confirming that they meet the criteria of Independence as prescribed both under the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, in the opinion of the Board, all the Independent Directors of the Company, including those appointed during the financial year 2023-24, are persons of integrity, expertise, proficiencies and relevant experiences.

Relationship Between Directors Inter-Se

None of the Directors are related to each other within the meaning of the term "relative" as per Section 2(77) of the Companies Act, 2013.

Directors? Responsibility Statement

On the basis of representations received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/Internal Auditors of the Company from time to time, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a. that in the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. that the Company has selected such accounting policies and applied 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 31^st March, 2024 and of the Profit of the Company for the year ended on that date; c. that proper and su_icient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. that the annual accounts have been prepared on a going concern basis; e. that proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively. f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

The Company?s Internal Auditors conducted periodic audits to provide reasonable assurance that the Company?s established policies and procedures are followed. The Audit Committee constituted by the Board reviewed the internal controls and financial reporting issues with Internal Auditors and Statutory Auditors.

Statutory Audit & Auditors

The Report given by M/s. M S K A & Associates, Chartered Accountants (Firm Registration Number – 105047W) & M/s. Vijay Sehgal & Co., Chartered Accountants, Delhi (Firm Registration No.000374N), Statutory Auditor(s) on the financial statement of the Company for the year 2023-24 is part of the Annual Report. There is no qualification, reservation or adverse remark or disclaimer in their Report. In terms of Section 143(12) of the Companies Act, 2013 read with relevant Rules framed thereunder, no disclosure merits reporting in this Report.

The Report of the Auditors on the financial statements including relevant notes on the accounts for the Financial Year ended 31^st March, 2024 are self-explanatory and therefore, do not call for any further comments. M/s. MSKA and Associates, Chartered Accountants (Firm Registration Number – 105047W) has tendered their resignation as Joint Statutory Auditors of the Company w.e.f. 12^th August, 2024 citing commercial unviability of their engagement. Further, based on the recommendation of the Audit Committee the Board has, subject to the approval of the Members, appointed M/s. Lodha & Co LLP Chartered Accountants (FRN

301051E/E300284) to act as Joint Statutory Auditors of the Company for the period of Five (5) years from the conclusion of the 35th Annual General Meeting until the conclusion of 40th Annual General Meeting.

The appointment of M/s. Lodha & Co LLP Chartered Accountants is subject to approval of members, as aforesaid, by ordinary resolution on such terms and conditions as set out at Item no. 4 and explanatory statement of the Notice convening the 35^th Annual General Meeting of the Company.

Cost Auditors

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records maintained every year. The Board of Directors of your Company has reappointed M/s. Jitender, Navneet & Co., Delhi, Cost Accountants (Firm Registration No.00119) as Cost Auditors of the Company for the financial year 2024-2025 at a remuneration of Rs. 23.00 Lacs (Rupees Twenty Three Lacs) plus taxes as applicable and reimbursement of travel and out-of pocket expenses in connection with the Cost Audit. The Cost Audit Report for the Financial Year ended 31^st March, 2023 was duly filed with the Central Government on 11^th September, 2023.

Secretarial Auditors

The Board has re-appointed M/s Mahesh Gupta & Co., Practicing Company Secretaries, Delhi as Secretarial Auditor for Financial Year 2024-25 pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditor for the financial year ended 31^st March, 2024 is annexed to this Report as ANNEXURE – ‘A?. There are no qualifications, reservations, adverse remarks, comment, observation or disclaimer made by Secretarial Auditor in their report.

Subsidiary Companies

Flex Middle East FZE, UAE, UFlex Europe Limited, UK, UFlex Packaging Inc., USA, UPET Holdings Limited, Mauritius, LLC, Flex Chemicals Private Limited, Russia, and USC Holograms Pvt. Ltd., India are Subsidiary Companies u/s 2(87) of the Companies Act, 2013. Further, Flex Americas S.A. De C.V., Mexico , Flex P. Films (Egypt) S.A.E, Arab Republic of Egypt, Flex Films (USA) Inc. , USA, Flex Films Europa Sp. Zo.o., Poland, UPET (Singapore) Pte. Limited, Singapore, Flex Films Africa

Private Limited, Nigeria, Flex Films Rus, LLC, Russia, Flex Specialty Chemicals (Egypt) S.A.E., Egypt, Flex Foils Bangladesh Private Limited, Bangladesh, Flex Films Europa Korlatolt Feleossegu Tarsasag, Hungary, Flex Pet (Egypt) S.A.E., Egypt, Plasticfix Europa Spolka Z Organiczona Odpowiedzialnoscia, Poland, Flex Americas Brasil Ltda, Brazil (w.e.f. 4^th April, 2023), Uflex Woven Bags, S.A. DE C.V., Mexico (w.e.f. 26^th April, 2023) and Flex Asepto (Egypt) S.A.E. (w.e.f. 21^st November, 2023) are step-down subsidiaries of the Company. Digicyl Pte. Limited, Singapore and Digicyl Limited, Israel are Joint Venture of the Company.

In accordance with the provisions of the Companies Act, 2013 ("the Act") and the Listing Regulations read with relevant Indian Accounting Standards, the Consolidated Audited Financial Statements forms an integral part of the Annual Report.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given at Note No. 54 of the Consolidated Financial Statements in Form AOC-1 and thus forms an integral part of this Report.

Corporate Social Responsibility

In accordance with the requirements of Section 135 of Companies Act, 2013, your Company has a Corporate Social Responsibility (CSR) Committee comprised of Mr. Jeevaraj Gopal Pillai (DIN: 10381118), as the Chairperson, Mr. Paresh Nath Sharma (DIN : 00023625) and Mrs. Rashmi Verma (DIN: 01993918), as Members. During the year, Mr. Jagmohan Mongia (DIN: 09051022), ceased to be the Director of the Company w.e.f. 14^th November, 2023 and consequently the Chairman of the CSR Committee. The terms of reference of the Corporate Social Responsibility (CSR) Committee is provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at https://www.uflexltd.com/pdf/Policies/Uflex-CSR-Policy.pdf .

The Annual report on CSR activities and initiatives taken as required under the Companies (Corporate Social

Responsibility Policy) Rules, 2014 has been appended as ANNEXURE –‘B? and forms integral part of this Report. The Company considers social responsibility as an integral part of its business activities and endeavors to utilize allocable CSR budget for the benefit of the society and environment. During the year, one meeting of the Corporate Social Responsibility (CSR) Committee was held on 08.11.2023. All the Members attended the Meeting. During the Financial Year 2023-24, after set-o_ of the excess spent amount of Rs. 37.04 lacs during previous financial year, the Company was to undertake CSR Activities of an amount of Rs. 615.50 Lacs. However, the Company spent an amount of Rs. 207.50 Lacs during the year and an amount of Rs. 427.81 Lacs was transferred to CSR unspent account with Schedule Bank within 30 days from the closure of financial year as per provisions of section 135(6) of the Companies Act, 2013 for meeting CSR activities for ongoing projects, which included an amount of Rs. 19.81 lacs against the qualifying amount of Rs. 408 Lacs. Hence, the said Rs 19.81 Lacs shall be available for set-o_ in subsequent years.

Corporate Governance

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.

A separate Report on Corporate Governance along with Report on Management Discussion and Analysis is enclosed as part of this Report as ANNEXURE - ‘C? & ‘D? and forms an Integral Part of this Report.

Disclosure under Companies Act, 2013

(i) Annual Return

The Dra_ Annual Return of the Company as on 31^st March, 2024 is available on the Company?s website and can be accessed at https://www.uflexltd. com/pdf/Extract-Annual-Return/UFLEX-Annual-Return-2023-2024.pdf.

(ii) Meetings

During the year, Five Board Meetings and Four Audit Committee Meetings were convened and held. The details of meetings held are given in Corporate Governance Report appended hereto.

(iii) Composition of Audit Committee

The Board has constituted an Audit Committee, which comprised of Mr. Paresh Nath Sharma (DIN: 00023625) as the Chairperson, Mr. Jeevaraj Gopal Pillai (DIN: 10381118), Mr. Sujit Kumar Varma (DIN: 09075212) and Mrs. Rashmi Verma (DIN: 01993918), as Members. During the year, Mrs. Indu Liberhan (DIN:03341420) & Mr. Pradeep Narendra Poddar (DIN:00025199) ceased to be the Member(s) of Audit Committee on account of completion of their respectivesecondterm(s)asanIndependentDirector of the Company w.e.f. closing business hours of 27th May, 2023 and 29th May, 2023 respectively. Further, Mr. Jagmohan Mongia (DIN: 09051022), ceased to be the Member of Audit Committee consequent to his resignation from Board of Directors of the Company w.e.f. 14^th November, 2023. More details about the Committee are given in the Corporate Governance Report appended hereto.

(iv) Related Party Transactions

All related party transactions are negotiated on an arm?s-length basis and are in ordinary course of business. Therefore, the Provisions of Section 188(1) of the Companies Act, 2013 are not applicable. However, suitable disclosure has been made in the notes to the Financial Statements.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company?s website: www.uflexltd.com at the web-link https://www. uflexltd.com/pdf/Policies/Uflex-RELATED-PARTY-TRANSACTIONS-POLICY.pdf .

(v) Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments are given in the accompanying Financial Statements.

(vi) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

(vii)There was no instance of one time settlement with any Bank or Financial Institution.

Significant and Material Orders passed by the Regulators or Courts

There are no significant and material orders passed by any Regulator or Court, which would impact the going concern status of the Company and its future operations.

Internal Financial Controls

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

Vigil Mechanism and Whistle Blower Policy

Fraud-free and corruption-free work culture has been at the core of the Company? functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the company has put even greater emphasis to address this risk.

To meet this objective, a Whistle Blower Policy has been laid down. The same policy as approved by the Board is uploaded on the Company?s website www.uflexltd. com at web-link https://www.uflexltd.com/pdf/Policies/ Uflex-Whistle-Blower-Policy.pdf.

Board Evaluation

Pursuant to the Provisions of the Companies Act, 2013 and under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board has carried out an Annual Performance Evaluation of its own performance and that of its Committees and all the Directors individually. The evaluation of Non-Independent Directors, Chairman and the Board as a whole was done at a separate meeting by the Independent Directors.

Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

Your Company has in place an Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. No complaints were received from any employee during the financial year 2023-2024 and hence no complaint is outstanding as on 31^st March, 2024 for redressal.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the Financial year of the Company to which the Financial Statements relate and the date of the Report

There has been no material change and commitments occurred, between the end of the financial year of the Company i.e. 31^st March, 2024 and the date of this report affecting financial position of the Company.

Compliance with Secretarial Standards on Board and Annual General Meetings

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

Risk Management

Risk Management is a very important part of any business. The Board of Directors of the Company has constituted a Risk Management Committee to ensure proper implementation and monitoring the Risk Management Plan of the Company. The Committee is responsible for monitoring and reviewing the Risk Management Plan. Its Composition and Terms of reference are mentioned in the Corporate Governance Report and a detailed note has been provided under the Management Discussion and Analysis Report, which forms integral part of this report. The Policy on Risk Management in terms of Section 134 (3) (n) of the Companies Act, 2013 read with Listing Regulations is in place and is available on the Company?s website at https://www.uflexltd.com/pdf/ Policies/Uflex-Risk-Management-Policy.pdf.

Policy on Remuneration

The Company has in place Nomination and Remuneration Policy for Directors, Key Management Personnel and Senior Management Personnel. The said Policy is available at www.uflexltd.com (weblink: https:// www.uflexltd.com/pdf/Policies/Uflex-Nomination-Remuneration-Policy.pdf).

Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees? particulars which is available for inspection by the Members at the Registered O_ice of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Members interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per ANNEXURE - ‘E?.

EnergyConservation,TechnologyAbsorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed as ANNEXURE - ‘F?.

Business Responsibility and Sustainability Report

UFLEX?s approach to business is Creating Shared Value impact of the business and engagement through it. Your Company is mindful of the needs of the communities and works to make a positive difference and create maximum value for the society. It has been conducting business in a way that delivers long-term shareholder value and benefits to society. As stipulated under the Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached in the format prescribed as ANNEXURE – ‘G? and forms integral part of the Annual Report.

Dividend Distribution Policy

The Company?s Dividend Distribution Policy, approved by the Board, may be accessed on its corporate website at https://www.uflexltd.com/pdf/Policies/UFLEX_ Dividend_Distribution_Policy.pdf.

Awards

Details of Awards and Accolades conferred by reputable organizations/ bodies based out of India and Overseas for excellence received by your Company and its subsidiaries are mentioned in Management and Discussion and Analysis section of the Annual Report and the details of all Awards and Accolades conferred upon the Company are also provided on the Company?s website at http:// www.uflexltd.com/awards.php.

Personnel

Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the continued, sincere and devoted services rendered by all the employees of the Company.

Acknowledgement

The Directors express their gratitude and thanks to all the Indian and International Financial Institutions & Banks, Government Authorities both in India and overseas where company?s operations are carried out, Shareholders, Customers, Suppliers and other Business Associates for their continued co-operation and patronage.

		For & On behalf of the Board
		Ashok Chaturvedi
Place	: NOIDA	Chairman & Managing Director
Dated	: 12th August, 2024	DIN : 00023452