The Board of Directors hereby present its 32^nd Director's
Report on business & operations of your Company ('the
Company' or 'FVIL') along with Audited Financial
Statements (Standalone & Consolidated) for the financial
year ended 31^st March, 2025.

FINANCIAL RESULTS

The Company's Financial Performance for the year ended
31^st March, 2025 is summarized below:

STATE OF COMPANY'S AFFAIRS

During the year under review, the company has achieved
consolidated total revenue of Rs. 4577.83 million from
operation in comparison to Rs. 6040.38 million in previous
year. The Company has profit of Rs. 2379.134 million
during the year in comparison to loss of Rs. (1840.94)
million in previous year.

During the year under review, the company has achieved
standalone total revenue of Rs. 4601.64 million from
operation in comparison to Rs. 6064.31million in previous
year. The Company has profit for the year of Rs. 2356.46
million in comparison to loss of Rs. (1850.88) million in
previous year.

DIVIDEND

During the year under review, Company's revenue
/surplus were not sufficient to declare dividend, hence the
Board do not propose any dividend for the Financial Year
ended 31^st March, 2025.

CHANGE IN THE REGISTERED OFFICE OF
THE COMPANY

During the financial year 2024-2025, registered office of
the Company was shifted from C 41-50, SEZ, Sector-3,
Industrial Area, Pithampur, Dist. Dhar (M.P.) to 6^th Floor
Treasure Island, 11 South Tukoganj, MG Road, Indore,
(M.P.)- 452001.

SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2025
was Rs. 328.228 Million divided into 32,822,806 shares of
Rs. 10/- each.

During the Financial Year 2024-25, The Company has
converted 683,724 warrants into Equity Shares on 26^th
September, 2024 and 1,435,000 warrants on 27^th
September, 2024, which resulted in increase of equity
share of the Company from 30,704,082 to 32,822,806
equity shares.

LISTING ON STOCK EXCHANGES

The shares of the Company are listed on BSE Limited and
NSE Limited and necessary listing fees have been paid up
to date.

DEPOSITS

The Company has not accepted any deposits from the
public, and as such, there are no outstanding deposits in
terms of the Companies (Acceptance of Deposits) Rules,
2014.

MANAGEMENT'S DISCUSSION AND
ANALYSIS REPORT

Management's Discussion and Analysis Report for the
year under review forms part of the Annual Report.

AWARDS & CERTIFICATIONS

Company is certified for BRC Global Standard for
Packaging Material (BRCGS), ISO 9001:2015 (for Quality
Management System), ISO 14001:2015 (for Environmental
Management System Standard), ISO 22000:2018 (for Food
and Safety Management System Standard), ISO
45001:2018 - (Occupational Health and safety),
Certification under Jewish Dietary Law by Kosher

Certification Limited, Compliance with Islamic Shariah
Law and Safety Management System and certificate from
Quality council of India for Workplace Assessment for
Safety and Hygiene (WASH).

The Company has received the Country's Highest
Exporter Award for FIBC through PLEXCOUNCIL, Ministry
of Commerce, for 13 years in a row.

The Company has also achieved recognition from all its
foreign buyers for its delivery and services. In geo-textile
sector, the Company has received appreciation for its
unique products and new technologies being introduced
to solve the problems of the country especially related to
flood protection & water cleaning.

AMOUNTS TRANSFERRED TO RESERVES

During the year under review no amount was transferred
to the reserves.

CREDIT RATING

The credit rating assigned by CARE Rating as on was "D"
rating for the Long term loan and "D" for Short term Non
Fund Based Limits, which indicates "negative" outlook.

SUBSIDIARIES / JOINT VENTURE /
ASSOCIATES

The Company has, 2 Direct Subsidiaries, 1 Indirect
Subsidiary, 6 Joint Ventures and 5 LLPs as on 31^st March,
2025.

There are no associate companies within the meaning of
Section 2(6) of the Companies Act, 2013 ("Act").

DIRECT SUBSIDIARIES

Flexituff Technology International Limited (Formerly
known as Flexituff FIBC Limited)

Flexiglobal Holdings Limited, Cyprus*

INDIRECT SUBSIDIARIES

*Flexiglobal (UK) Limited, UK

*During the financial year 2024-25, Flexiglobal (UK)
Limited, United Kingdom, is under liquidation and final
order is pending.

JOINT VENTURE/LLP

Flexituff Javed Ahmed LLP
Flexituff Hi-Tech LLP
Flexituff SA Enterprise LLP
Flexituff Sailendra Kalita LLP
Ujjivan LUIT LLP

#Budheswar Das Flexituff International Limited JV
#Sanyug Enterprises Flexituff International Limited JV
#Vishnu Construction Flexituff International Limited JV
#Mayur Kartick Barooah Flexituff International Limited
JV

#Flexituff Shailendra Kalita JV

#Flexituff Pulin Borgohain JV
# reckoned as subsidiary on the basis of control.

Pursuant to the provisions of Section 136 of the
Companies Act, 2013 the financial statements of the
Company, consolidated financial statements along with
relevant documents and separate audited accounts in
respect of subsidiaries are put up on the website of the
Company (www.flexituff.com) and shall be made available
upon request of any member of the Company interested in
obtaining the same and shall also be kept for inspection
on all working days, during business hours, at the
Registered Office of the Company and that of the
Subsidiary Companies concerned.

Company has formulated a policy for determining
material subsidiaries, which can be accessed at the below
link:

Link: https://flexituff.com/wp-

content/uploads/2023/12/Policy-for-determining-

Material-Subsidiary.pdf

Further, pursuant to provisions of Section 129(3) of the
Companies Act, 2013, a statement containing salient
features of the financial data of the Company's
Subsidiaries & Joint Ventures is mentioned in Form AOC-
1 as Annexure A of the board's report.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards,

i.e. SS-1 & SS-2, relating to "Meetings of the Board of
Directors" and "General Meetings", respectively have
been duly followed by the Company.

DIRECTORS' RESPONSIBILITY
STATEMENT

The Directors confirm that:

a) In the preparation of annual accounts for the year
ended 31^st March, 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departures.

b) The Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of
affairs of the Company at the end of the financial year
and of the loss of the Company for that period.

c) The Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other
irregularities.

d) The Directors have prepared the annual accounts
on a going concern basis.

e) The Directors have laid down internal financial

controls to be followed by the Company and that such
internal financial controls are adequate and are
operating effectively; and

f) The Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems are adequate
and operating effectively.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations")
forms an integral part of this Report. The requisite
certificate from the Practicing Company Secretary
confirming compliance with the conditions of Corporate
Governance is attached to the report on Corporate
Governance.

RELATED PARTY TRANSACTION

There have been no other material significant Related
Party Transactions between the Company & the Directors,
Management, Subsidiaries or Relatives except for those
disclosed in the Financial Statements.

Accordingly, particulars of Contracts or Arrangements
with Related Party Transactions referred to in Section
188(1) of the Act in Form AOC-2 does not form part of
Directors' Report.

A Policy on Related Party Transactions as approved by the
Board can be accessed on the Company's website at:

(http://flexituff.com/wp-

content/uploads/2022/09/Policies-Programmes-

RPT.pdf)

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the section 135 of the Companies Act,
2013 and the Companies (CSR Policies) Rules, 2014, the
CSR is not applicable to the company during the year
2024-25.

RISK MANAGEMENT

In today's volatile environment, Risk Management is a
very important part of business. The main aim of risk
management is to identify, monitor & take precautionary
measures in respect of the events that may pose risks for
the business. The Board & Audit Committee is
responsible for reviewing the risk management plan and
ensuring its effectiveness. Major risks identified by the
businesses and functions are systematically addressed
through mitigating actions on a continuing basis by
keeping Risk Management Report before the Board &
Audit Committee periodically.

The Risk Management Policy can be accessed on the
Company's website at:

(http://flexituff.com/wp-

content/uploads/2022/09/Policies-Programmes-Risk-

management-POLICY.pdf)

INTERNAL FINANCIAL CONTROLS AND
THEIR ADEQUACY

Details in respect of adequacy of internal financial
controls with reference to the Financial Statements are
stated in Management Discussion and Analysis which
forms part of this Report.

DIRECTORS / KEY MANAGERIAL
PERSONNEL (KMPS)

During the financial year 2024-25, Mr. Ramesh Chand
Sharma resigned from the position of Chief Financial
Officer and Key Managerial Personnel (CFO & KMP) with
effect from 31^st March 2025.

After the closure of the financial year, and as on the date of
this report, the following changes took place:

A. Resignations

1. Mr. Kaushal Kishore Vijayvergiya (DIN:
01941958) resigned from the position of Non¬
Executive Independent Director with effect from
15^th April 2025.

2. Mr. Rishabh Kumar Jain (Membership No:
F7271) resigned from the position of Company
Secretary and Compliance Officer (CS & KMP)
with effect from 25^th April,2025.

B. Appointments

1. Mr. Sunil Ramsinghani (DIN: 11121244) was
appointed as a Non-Executive Independent
Director for a period of five years, from 28^th May
2025 to 27^th May 2030 with effect from 28^th May
2025.

2. Mr. Jagdish Prasad Pandey (PAN:
AJIPP8344D) was appointed as Chief Financial
Officer and Key Managerial Personnel (CFO &
KMP) of the company with effect from 24^th June
2025.

3. Ms. Priya Soni (Membership No: A58472) was
appointed as Company Secretary and
Compliance Officer (CS & KMP) of the company
with effect from 24^th June 2025.

The Company has received declaration from all the
Independent Directors of the Company confirming
that they meet the criteria of independence
prescribed under the Act and the Listing Regulations.
The Independent Directors have also confirmed that
they have complied with the Company's Code of
Conduct for Board of Directors. Further, all the
Directors have also confirmed that they are not
debarred to act as a Director by virtue of any SEBI
order.

AH Independent Directors of the Company have valid
registration in the Independent Director's databank
of Indian Institute of Corporate Affairs as required
under Rule 6(1) of the Companies (Appointment and
Qualification of Director) Fifth Amendment Rules,
2019 and has passed the online proficiency self¬
assessment test as required to be undertaken by an
Independent Director under the provisions of Section
150 of the Companies Act, 2013 and the rules framed
thereunder.

The following policies can be accessed at website of the
Company:

a) Terms & Conditions for appointment of
Independent Director

(http://flexituff.com/wp-

content/uploads/2017/09/Policies-and-Programe-

Terms-Conditions.pdf)

b) Nomination & Remuneration Policy
(http://flexituff.com/wp-

content/uploads/2022/09/Policies-Programmes-

Nomination-and-Remuneration-Policy.pdf)

DIRECTORS SEEKING APPOINTMENT /
RE-APPOINTMENT

In accordance with the provisions of the Act & Articles of
Association of the Company, Mr. Jagdish Prasad Pandey
(DIN: 00225969), Whole time Director, liable to retire by
rotation at the ensuing Annual General Meeting. The
Board of Directors has recommended his re¬
appointment.

PERFORMANCE EVALUATION

Pursuant to the applicable provisions of the Companies
Act, 2013 and Listing Regulations, the Board has carried
out the annual performance evaluation of its own
performance, its Committees, the Chairman of the Board
and the Directors on the basis of the feedback received
from all the Directors of the Company.

Structured performance evaluation questionnaire were
circulated to the Directors for:

• Directors' - Self & Peer Level Evaluation;

• Board's Evaluation;

• Board Committees' Evaluation; and

• Chairman's Evaluation.

The evaluation questionnaires broadly cover parameters
such as their participation in board meeting/other
committee meeting, relationship management,
knowledge & skill, adherence to the applicable code of
conduct for independent directors and maintenance of
confidentiality etc.

The summary of rating given by all the directors on the
structured performance evaluation was placed before the
Board of Directors.

EXTRACT OF ANNUAL RETURN

The Ministry of Corporate Affairs (MCA) has notified the
Companies (Management and Administration)
Amendment Rules, 2020, wherein the companies are no
longer required to attach extracts of Annual Return. In the
Companies (Management and Administration) Rules,
2014, in rule 12, in sub-rule (1), "provided that a company
shall not be required to attach the extract of the annual
return with the Board's report in Form No. MGT.9, in case
the web link of such annual return has been disclosed in
the Board's report in accordance with sub-section (3) of
section 92 of the Companies Act, 2013".

In compliance of the above amendment extract of the
annual return for FY 2024-25 will be available at:
http://flexituff.com/annual-return/

AUDITORS AND THEIR REPORTS

STATUTORY AUDITORS

In accordance with the provisions of Section 139 of the
Companies, Act, 2013 and the Rules made there under,
M/s. Mahesh C Solanki & Co., Chartered Accountants,
Indore (FRN.: 006228C), were appointed as the Statutory
Joint Auditors of the Company at the 27^th Annual General
Meeting held on 15^th October, 2020 till the conclusion of
32^nd Annual General Meeting of the Company to be held in
the year 2025.

As the term of current Statutory Auditors of the Company
ends in the ensuing Annual General Meeting, the Board
has proposed re-appointment of M/s. Mahesh C Solanki &
Co., Chartered Accountants, Indore (FRN.: 006228C), as
the Statutory Auditors of the Company to hold the office
for the period of 5 years commencing from 32^nd Annual
General Meeting to 37^th Annual General Meeting.

M/s. Mahesh C Solanki & Co., Chartered Accountants,
Indore (FRN. 006228C), have confirmed their eligibility
under Section 141 of the Act and the Rules framed there
under for the appointment as Auditors of the Company
and as required under Regulation 33 of the Listing
Regulations, 2015.

The Comments on the qualifications in the Auditors'
Report on the financial statements of the Company for
financial year 2024-25 are provided in the "Statement on
Impact of Audit Qualifications" which is annexed as
Annexure B and forms part of this report.

SECRETARIAL AUDITOR

M/s. Ritesh Gupta & Co., Company Secretaries were
appointed to conduct the secretarial audit of the Company
for the Financial Year 2024-25, as required under Section
204 of the Companies Act, 2013 and rules made
thereunder.

The Secretarial Audit Report for the Financial Year 2024¬
25 forms part of the Annual Report as Annexure C to the
Board's Report. The Secretarial Audit Report does not

contain any qualification, reservation or adverse remark,
however, the reference to specific event / actions which
took place during the year are self-explanatory.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013 and
Rule 13 of the Companies (Accounts) Rules, 2014, Mr.
Dharmendra Rathore was appointed as the Internal
Auditor of the Company, with effect from 1^st June 2023, as
per the resolution passed by the Board of Directors at its
meeting held on 30^th May 2023, to conduct the internal
audit of the Company.

Subsequently, after the closure of the financial year
2024-25, Mr. Dharmendra Rathore tendered his
resignation from the position of Internal Auditor, effective
from 18^th April 2025.

DISCLOSURES

NUMBER OF MEETINGS OF THE BOARD

Six (6) meetings of the Board of Directors were held
during the year under review. The details of meetings held
and attendance of the Directors are detailed in the
Corporate Governance Report, which forms part of this
report.

COMMITTEES

The details pertaining to composition, meetings and
attendance of committees are included in the Corporate
Governance Report, which forms part of this report.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Loans, Guarantees and Investments covered under
Section 186 of the Companies Act, 2013 forms part of the
Notes to the Financial Statements provided in this Annual
Report.

VIGIL MECHANISM

The Company has a whistle blower policy/vigil
mechanism to report genuine concerns or grievances.
The Whistle Blower Policy/vigil mechanism has been
posted on the website of the Company and the same can
be accessed via following link:

(http://flexituff.com/wp-

content/uploads/2022/09/Policies-Programmes-Vigil-

Mechanism.pdf)

CODE OF CONDUCT

The Board has laid down a code of conduct for Board
Members & Senior Management Personnel as per
Regulation 17(5) & 26 (3) of the Listing Regulations & has
been posted on the website of the Company

(https://flexituff.com/wp-

content/uploads/2023/12/Code-of-Conduct-for-Board-

and-Senior-Management.pdf)

All the Board members & Senior Management Personnel
have affirmed compliance with the said code of conduct
for the year ended 31^st March, 2025. A declaration to this
effect, signed by the Whole-Time Director forms part of
this Annual Report.

INSIDER TRADING

The Board has adopted the Insider Trading Policy in
accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulations, 2015. The
Insider trading Policy of the Company covering code of
practices and procedures for fair disclosure of
Unpublished Price Sensitive Information and Code of
Conduct for the prevention of Insider Trading has been
posted on the website of the Company.

• (http://flexituff.com/wp-
content/uploads/2019/04/Policies-Programe-Code-
of-Conduct-and-Procedures.pdf)

• (http://flexituff.com/wp-
content/uploads/2019/04/Policies-Programe-Code-
of-Practices-and-Procedures.pdf)

All the Board Members & KMPs have affirmed
compliance with the said code of conduct for the year
ended 31^st March, 2025.

PARTICULARS OF EMPLOYEES

The statement of Disclosure of Remuneration under
Section 197 of the Act and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 ("Rules"), is appended as
Annexure D to the Report. The information as per Rule
5(2) of the Rules forms part of this Report. However, as
per first proviso to Section 136(1) of the Act and second
proviso of Rule 5(2) of the Rules, the Report and Financial
Statements are being sent to the Members of the
Company excluding the statement of particulars of
employees under Rule 5(2) of the Rules. Any Member
interested in obtaining a copy of the said statement may
write to the Company Secretary at the Registered Office of
the Company.

DETAILS OF AMOUNT/SHARES
TRANSFERRED TO IEPF DURING THE
YEAR

During the year under review, no unpaid dividend has
been transferred to IEPF.

Also, the details of amount and shares still lying in unpaid
and unclaimed dividend account are as under:

#The amounts of unpaid dividend also include bank credits received pursuant to the cancellation of demand drafts
beyond the validity period. The banks have cancelled the issued demand draft in accordance with the SEBI circular dated
April 20, 2018 on "Strengthening the Guidelines and Raising Industry Standards for RTA, Issuer companies & Banker to an
issue".

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO

In compliance with Section 134 of The Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules 2014, a
statement giving information regarding Energy Conservation, Technology Absorption and Foreign Exchange earnings
and out go is given in Annexure E forming part of this Annual Report.

DEMATERIALISATION AND ELECTRONIC REGISTRAR

The equity shares of your Company are available for dematerialization with both NSDL and CDSL under ISIN
INE060J01017. As on 31^st March 2025, 99.99% equity shares were in demat form and remaining 0.01% equity shares were
in physical form.

Our registrar for electronic connectivity with the National Securities Depository Limited (NSDL) and Central Depository
Services Limited (CDSL) is MUFG INTIME INDIA PRIVATE LIMITED, (Formerly known as LINKINTIME INDIA PRIVATE
LIMITED) Mumbai.

The Registrar and Transfer Agent of the Company is MUFG Intime India Private Limited. Consequent to the acquisition of
Link Group by Mitsubishi UFJ Trust & Banking Corporation, Link Intime India Private Limited is known as MUFG Intime
India Private Limited. The change of name is effective December 31,2024.

During the year, 2,118,724 equity warrants were exercised, pursuant to which the Company issued 2,118,724 equity
shares. The Company has applied for the listing and trading approval of these equity shares with both stock exchanges,
and the application is currently pending approval.

HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATION

Human Resource plays vital role in the Company. If finance is the blood of any organization then Human Resource is not
less than pulse which keeps running production by their hard work day and night. Company focuses on creating best
health and safety standards and also has performance management process to motivate people to give their best output
and encourages innovation and meritocracy.

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
('Act') and Rules made thereunder, the Company has Internal Complaints Committees (ICC) which inquires into
complaints of sexual harassment and recommend appropriate action.

During the year under review, no compliant was received from any employee of the Company and hence no complaint was
outstanding as on 31^st March, 2025.

MATERIAL CHANGES AFFECTING THE COMPANY

During the year there were no material changes in the Company.

DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE

The Company has not made any application under the Insolvency and Bankruptcy Code 2016 during the Financial Year

2024-25.

However following matters are pending-

DISCLOSURE OF VALUATION OF ASSETS

The Company has not done any 'one time settlement' and hence no information is provided on difference between the
amount of the valuation done while taking loan from the banks or financial institutions along with the reason thereof.

GENERAL DISCLOSURES

The Board states that no disclosure or reporting is required in respect of the following matters as there were no
transactions on these items during the year under review:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of Sweat Equity Shares to employees of the Company under any scheme

• Details pertaining to Employee Stock Options (ESOPs) as no ESOPs were outstanding as on 31^st March, 2024.

• Issue of differential shares with voting rights as to dividend, voting or otherwise

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going
concern status and Company's operations in future

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

Details of events in relation to any Deviation(s) or variation(s) in the use of proceeds of preferential issue of Warrants.

COST RECORDS

The cost records are maintained by the company in their books of accounts in accordance with the provisions of Section
148 of the Companies Act 2013 read with the Companies (Cost Audit & Records) Rules 2014.

COMPLIANCE UNDER MATERNITY BENEFIT ACT, 1961

During the year under review, there were no instances requiring availing of benefits under the Maternity Benefit Act, 1961,
reflecting a period of overall well-being among female employees. The Company remains committed to compliance with
all applicable provisions of the Act. A creche facility has been established to support female employees, in line with
statutory requirements. Additionally, an abstract of the Act has been prominently displayed in the local language in every
part of the Company premises where women are employed. The Company has duly filed the Annual Return under the
Maternity Benefit Act, 1961.

APPRECIATION

The Board takes this opportunity to express its sincere appreciation for the excellent support and cooperation received
from company's bankers, investors, customers, suppliers, statutory authorities for their consistent support to the
Company.

The Directors also sincerely acknowledge the outstanding support and services of the workers, staff and executives of the
Company, which have together contributed to the efficient operations and management of the Company.

For and On Behalf of the Board of Directors of
Flexituff Ventures International Limited

Saurabh Kalani Rahul Chouhan

Date: 14/08/2025 Whole-Time Director Whole-Time Director

Place: Indore (DIN: 00699380) (DIN: 03307553)