డైరెక్టర్ల నివేదిక Flair Writing Industries Ltd

Your Directors have pleasure in presenting the 10^th (Tenth) Annual Report on the business and operations of your Company along
with the Audited Financial Statements for the Financial Year ended March 31,2026.

Financial Performance

The financial performance of your Company for the Financial Year ended March 31,2026 is summarized below:

Consolidated Financial Statements

The Consolidated Financial Statements of your Company for the
Financial Year 2025-26 (‘FY 2025-26'') ended March 31, 2026
are prepared in compliance with the applicable provisions of the
Companies Act, 2013 (‘the Act''), Indian Accounting Standards
(‘Ind AS'') and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
[‘SEBI (LODR) Regulations''] which shall also be provided to the
Members in their forthcoming Annual General Meeting (‘AGM'').

Performance and State of the Company’s Affairs

During the year under review, we continued to strengthen its
position in the writing instruments and stationery industry through
sustained focus on product innovation, brand building, distribution
expansion, operational excellence and customer-centric initiatives.

On a Standalone basis, revenue from operations increased by
6.71% to Rs 101297.04 lakhs as against Rs 94931.44 lakhs in
the previous financial year. The net profit after tax increased by
5.17% to Rs 11791.72 lakhs as against Rs 11211.27 lakhs in the
previous financial year.

On a Consolidated basis, revenue from operations increased by
15.77% to Rs 125010.63 lakhs as against Rs 107986.03 lakhs
in the previous financial year. The consolidated net profit after
tax increased by 18.69% to Rs 14134.64 lakhs as against Rs
11908.43 lakhs in the previous financial year.

Our performance during the year was supported by sustained
demand across key product categories, expansion of our
product portfolio, continued strengthening of distribution reach,
improved market penetration and growth in export business.
The Company remains focused on delivering innovative and
value-driven products catering to the evolving preferences of
consumers across domestic and international markets.

In India, our products are distributed through an extensive
and well-integrated nationwide sales and distribution network,
encompassing super-stockists, distributors, direct dealers,
wholesalers, and retailers. In addition to conventional trade
channels, our presence extends across modern retail formats
and leading e-commerce platforms, ensuring seamless product
accessibility across diverse consumer touchpoints.

We also cater to institutional requirements by offering tailored
corporate gifting solutions to our enterprise clients. As of March
31,2026, our Company commands the largest distribution and
retail footprint in the Indian writing instruments industry, with
approximately 166 super-stockists, over 8,000 distributors
and dealers, and a robust network of more than 3.30 Lakhs
wholesalers and retailers, covering over 6,500 pin codes
nationwide. Our dedicated Flair Sporty division operates as
the super-stockist for the Mumbai Metropolitan region, further
strengthening our regional distribution capabilities.

We maintain a diversified product portfolio across writing
instruments, creative stationery and allied product categories
under well-recognised brands including Hauser, Pierre Cardin
and Flair Creative, Hauser Artz, Flair Designer Houseware, Flair
Electronic Calculators. The Company''s integrated manufacturing
facilities, coupled with strong product design and development
capabilities, continue to support operational efficiencies,
product innovation and consistent quality standards.

On the international front, we are India’s largest exporter of writing
instruments, with a global presence spanning 115 countries. Our
export operations are supported by 68 international distributors,
each responsible for designated territories or countries. In
addition, we serve as an Original Equipment Manufacturer
(OEM) for select global brands, producing writing instruments
for both international and domestic markets.

Transfer to General Reserve

To support the future growth plans and business requirements
of your Company, the Board of Directors has decided to retain
the entire profits for the financial year ended March 31, 2026.
Accordingly, no amount has been transferred to the General
Reserve during the year.

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.

Dividend

The Board had recommended a dividend of Rs 1/- per equity
share of Rs 5/- each (20%) for the financial year ended March
31,2025, which was approved by the shareholders at the Annual
General Meeting held on August 19, 2025. The said dividend
resulted in a cash outflow of Rs. 10,53,95,378/- (Rupees Ten
Crore Fifty-Three Lakh Ninety-Five Thousand Three Hundred
Seventy-Eight only).

During the financial year 2025-26, the Board of Directors, at its
meeting held on January 29, 2026, declared an Interim Dividend
of Rs 0.50/- per equity share of Rs 5/- each (10%), resulting in a
cash outflow of Rs 5,26,97,689 (Rupees Five Crore Twenty-Six
Lakh Ninety-Seven Thousand Six Hundred Eighty-Nine only).

Further, the Board is pleased to recommend a Final Dividend
of Rs 0.50/- per equity share of Rs 5/- each (10%) for the
financial year ended March 31, 2026. The said dividend on
equity shares is subject to the approval of the Shareholders at
the ensuing Annual General Meeting (“AGM”) scheduled to be
held on Thursday, August 27, 2026. If approved, the dividend
would result in a cash outflow of Rs 5,26,97,689 (Rupees Five
Crore Twenty-Six Lakh Ninety-Seven Thousand Six Hundred
Eighty-Nine only).

The Board recommended the Interim Dividend and proposed
Final Dividend based on the parameters laid down in the
Dividend Distribution Policy and the same shall be paid out of
the profits of the Company for the year.

Pursuant to the Finance Act, 2020, dividend income is taxable in
the hands of the Members w.e.f. April 1,2020, and the Company
is required to deduct tax at source from dividend paid to the
Members at prescribed rates as per the Income Tax Act, 1961.

The Board of Directors of the Company in their meeting
held on June 09, 2023 approved and adopted a Policy on
Distribution of Dividend to comply with Regulation 43A of
SEBI (LODR) Regulations and the same is uploaded on
website of the Company athttps://www.flairworld.in/DataFiles/
CorporateGovernance/CorporatePolicies/Corporatepolicy
Dividend Distribution Policy.pdf

Material changes and commitments, if any,
affecting the financial position of the Company

No material changes and commitments have occurred from the
date of close of the financial year till the date of this Integrated
Report, which might affect the financial position of the Company.

Secretarial Standards

The Company has complied with the applicable provisions
of Secretarial Standards issued by The Institute of Company
Secretaries of India (ICSI).

Change in Share Capital

There was no change in the Authorised, Issued, Subscribed
and Paid-up Share Capital of the Company during the financial
year under review.

The Authorised Share Capital of the Company stands at Rs
550,000,000/- (Rupees Five Hundred Fifty Million only) divided
into 110,000,000 (One Hundred and Ten million) Equity Shares
of face value of Rs 5/- (Rupees Five only) each.

Sub-Division/Split of Equity Shares

During the year under review, there was no sub-division or split
of the Equity Shares of the Company. Consequently, there was
no change in the face value of the issued, subscribed and paid-
up Equity Share Capital of the Company, which continues to be
Rs. 5/- per Equity Share.

Related Party Transactions

To comply with the provisions of Sections 177 and 188 of the
Act, along with relevant Rules and Regulation 23 of SEBI (LODR)
Regulations, your Company obtained prior approval of the Audit
Committee before engaging in related party transactions.

During the financial year 2025-26, all Related Party Transactions
entered into by the Company, as defined under the Act and the
SEBI LODR Regulations, were in the ordinary course of business
and on an arm''s length basis. Further, there were no material
Related Party Transactions entered into by the Company that
may have had a potential conflict with the interests of the
Company. The Audit Committee had granted omnibus approval
for Related Party Transactions of a repetitive nature and all
such transactions were placed before the Audit Committee for
periodic review.

None of the Related Party Transactions entered into during
the year attracted the provisions of Section 188 of the Act.
Accordingly, the disclosure of Related Party Transactions in
Form AOC-2 pursuant to Section 134(3)(h) read with Section
188 of the Act and Rule 8(2) of the Companies (Accounts) Rules,

2014 is not applicable and therefore does not form part of this
Report. The details of Related Party Transactions as required
under the applicable Indian Accounting Standards are disclosed
in the Notes forming part of the Financial Statements included
in this Annual Report.

The Company has adopted a Policy on Related Party
Transactions in accordance with the provisions of the Act and
the SEBI LODR Regulations to ensure appropriate approval,
reporting and disclosure of transactions between the Company
and its related parties. The Policy is available on the website
of the Company athttps://www.flairworld.in/DataFiles/
CorporateGovernance/CorporatePolicies/Corporatepolicy
Policy on Materiality of Related Party Transactions.pdf.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees or Investments covered under the
provisions of Section 186 of the Act are given in the Notes to the
Standalone Financial Statements.

Particulars of Deposits

The Company has not accepted any deposit (under Rule 2(1)
(c) of the Companies [Acceptance of Deposits] Rules, 2014)
within the meaning of Sections 73 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014
(including any statutory modification(s) or re-enactment(s) for
the time being in force).

Subsidiaries, Associates and Joint Ventures

During the year under review, there was no change in the
subsidiary structure of the Company. No company was
incorporated, acquired or ceased to be a subsidiary or step-
down subsidiary during the year and the existing group structure
remained unchanged.

The details of the Company’s subsidiaries as on March 31,2026
are provided below:

As on March 31,2026, the Company did not have any associates
and joint venture companies.

Pursuant to Section 129(3) of the Act, a separate statement
containing salient features of Financial Statements of

Subsidiaries, Associates and Joint Venture of your Company
(including their performance and financial position) in prescribed
Form AOC-1 forms part of this annual report as Annexure - I.

Financial Statements of the aforesaid Subsidiary companies are
available for inspection by the Members at the Registered Office
of your Company on all days except Saturday, Sunday and Public
Holiday up to the date of AGM i.e.August 27, 2026 between 9:30
am to 11:30 am (1ST) as required under Section 136 of the Act.
Any member desirous of obtaining a copy of the said Financial
Statements may write to the Company at its Registered Office
or Corporate Office. The Financial Statements of the Company,
including the Consolidated Financial Statements together with
all documents required to be attached with this Report have
been uploaded on website of the Company under Investor
Relations page athttps://flairworld.in/

Pursuant to the provisions of Regulation 1 6(1 )(c) read with
Regulation 24 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”), the Board of Directors of
the Company has adopted a Policy for Determining Material
Subsidiaries. The said Policy is available on the website
of the Company athttps://www.flairworld.in/DataFiles/
CorporateGovernance/CorporatePolicies/Corporatepolicy
Policy on Determining Material Subsidiary.pdf

As on March 31, 2026, Flair Writing Equipments Private
Limited (‘FWEPL’) continued to be a Material Subsidiary of the
Company in accordance with the provisions of the SEBI Listing
Regulations and the aforesaid Policy.

FWEPL is engaged in the business of manufacturing writing
instruments. The management of FWEPL continues to
focus on enhancing operational efficiency, strengthening
manufacturing capabilities and improving quality standards to
achieve sustainable growth. The Board of Directors of FWEPL
periodically reviews its performance to ensure alignment with
the overall strategic objectives of the Company.

During the financial year 2025-26, revenue from operations
of FWEPL increased by 67.91% to Rs. 23,523.71 lakhs as
compared to Rs. 14,009.48 lakhs in the previous financial year.
The Net Profit After Tax of FWEPL increased by 98.68% to
Rs. 2,371.09 lakhs as compared to Rs. 1,193.34 lakhs in the
previous financial year.

On a consolidated basis, FWEPL recorded revenue from
operations of Rs. 27,094.80 lakhs and Net Profit After Tax of
Rs. 14,369.18 lakhs during the financial year 2025-26.

Directors and Key Managerial Personnel

Directors

In accordance with the provisions of Section 152 of the Act
and in terms of the Articles of Association of the Company,
Mr. Vimalchand Jugraj Rathod (DIN: 00123007) and Mr. Mohit
Khubilal Rathod (DIN: 00122951) Whole-time Director(s) are
liable to retire by rotation at the ensuing AGM and being eligible,
offer themselves for re-appointment. The Board of Directors,
on the recommendation of Nomination and Remuneration
Committee (‘NRC’), recommended their re-appointment for
consideration by the Members at the ensuing AGM.

Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria
of independence as prescribed both under Section 149(6) of the
Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations and
are in compliance with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014. Further, the
Independent Directors have also confirmed that they are not
aware of any circumstance or situation, which exists or may
be reasonably anticipated, that could impair or impact their
ability to discharge their duties as Independent Directors
of the Company.

In the opinion of the Board, the Independent Directors of the
Company possess requisite qualifications, experience and
expertise and they hold highest standards of integrity (including
the proficiency) and fulfils the conditions specified in the Act
read with Rules made thereunder and SEBI (LODR) Regulations
and are eligible & independent of the management.

None of the Directors of the Company are disqualified as per
the provisions of Section 164 of the Act. The Directors of the
Company have made necessary disclosures under Section 184
and other relevant provisions of the Act. Brief resume and other
details of the Directors being appointed/re-appointed at the
ensuing AGM as stipulated under Secretarial Standard-2 issued
by the Institute of Company Secretaries of India and Regulation
36 of the SEBI (LODR) Regulations, is separately disclosed in
the Notice of ensuing AGM.

Key Managerial Personnel

During the year under review, Mr. Khubilal Jugraj Rathod-
Chairman (DIN: 00122867), Mr. Vimalchand Jugraj Rathod (DIN-
00123007)- Managing Director, Mr. Rajesh Khubilal Rathod (DIN
- 00122907), Mr. Mohit Khubilal Rathod (DIN- 00122951) and
Mr. Sumit Rathod (DIN- 02987687) Whole-time Directors of the
Company, Mr. Alpesh Ambalal Porwal Chief Financial Officer
and Mr. Vishal Chanda, Company Secretary and Compliance
officer of the Company, continued to be the Key Managerial
Personnel of your Company in accordance with the provisions
of Section 203 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

Board Evaluation

Pursuant to the provisions of Section 134(3)(p) of the Act and
Rules made thereunder and Regulation 17(10) of SEBI (LODR)
Regulations, the Board has carried out the annual performance
evaluation of the Directors individually including the Independent
Directors (wherein the concerned Director being evaluated did
not participate), Board as a whole and following Committees of
the Board of Directors:

i. Audit Committee;

ii. Risk Management Committee;

iii. Nomination and Remuneration Committee;

iv. Stakeholders’ Relationship Committee; and

v. Corporate Social Responsibility Committee.

The manner in which the annual performance evaluation has
been carried out is explained in the Corporate Governance

Report which forms part of this report. Board is responsible to
monitor and review the evaluation framework.

Further, pursuant to Regulation 25(4) of the SEBI (LODR)
Regulations, the Independent Directors, at their separate
meeting held on February 24, 2026, reviewed and evaluated the
performance of the Non-Independent Directors, the Chairman
and the Board as a whole.

Board and Committees of the Board

The number of meetings of the Board and various Statutory
Committees of the Board including their composition, are set
out in the Corporate Governance Report which forming part
of this report. The gap between two meetings was within the
period prescribed under the provisions of Section 173 of the Act
and SEBI (LODR) Regulations.

Remuneration Policy

To comply with the provisions of Section 178 of the Act read with
the Rules made thereunder and Regulation 19 of SEBI (LODR)
Regulations, the Company’s Remuneration Policy for Directors,
Key Managerial Personnel (KMP), Senior Management and
other employees of the Company is uploaded on website
of the Company athttps://www.flairworld.in/DataFiles/
CorporateGovernance/CorporatePolicies/Corporatepolicy
Nomination Remuneration Policy.pdf

The Policy, inter alia, includes the criteria for appointment
and remuneration of Directors, KMPs, Senior Management
Personnel and other employees of the Company.

Remuneration of Directors, Key Managerial
Personnel and Particulars of Employees

The statement of disclosure of remuneration under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (“Rules”), is attached to this Report
as Annexure - II.

The statement containing particulars of top 10 employees and
particulars of employees as required under Section 197(12) of the
Act read with Rule 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is
available as a separate Annexure forming part of this report

In terms of the proviso to Section 136(1) of the Act, the Report
and Accounts are being sent to the shareholders excluding
the aforesaid Annexure. The said statement is available for
inspection by the Members at the Registered Office of the
Company on all days except Saturday, Sunday and Public
Holiday up to the date of the Annual General Meeting i.e. August
27, 2026 between 9:30 am to 11:30 am (IST).

Auditors and Auditor’s report

A. Statutory Auditors:

In compliance with the Section 139 of the Companies Act,
2013 and Companies (Audit and Auditors) Rules, 2014,

M/s. Jeswani & Rathore, Chartered Accountants, (FRN:
104202W) were re-appointed as Statutory Auditors of
the Company by the shareholders of the Company in its
Seventh Annual General Meeting held on June 26, 2023, to
hold office for a period of 3 (three) consecutive years from
the conclusion of the 7^th (Seventh) Annual General Meeting
until the conclusion of the 10^th (Tenth) Annual General
Meeting of the Company.

Accordingly, their term of office of M/s. Jeswani &
Rathore, Chartered Accountants, as Statutory Auditors
of the Company shall conclude at this Annual General
Meeting. The Board of Directors places on record its
appreciation for the professional services rendered by
them during their tenure.

Based on the recommendation of the Audit Committee,
the Board of Directors, at its meeting held on March
11, 2026, approved the appointment of M/s. Price
Waterhouse Chartered Accountants LLP (Firm Registration
No. 012754N/N500016) as the Statutory Auditors of
the Company for a term of five (5) consecutive years
commencing from April 1, 2026, to hold office from the
conclusion of the 10^th Annual General Meeting until the
conclusion of the 15^th Annual General Meeting of the
Company, subject to the approval of the Members at the
10^th Annual General Meeting.

The Statutory Auditor’s Report on the Standalone and
Consolidated Financial Statements for the financial year
ended March 31,2026 does not contain any qualification,
reservation or adverse remark and forms part of the
Annual Report.

During the year under review, the Statutory Auditors
have not reported any instances of fraud under Section
143(12) of the Act.

B. Cost Audit

In terms of Section 148 of the Act and the Companies
(Cost Records and Audit) Rules, 2014, the requirement of
maintaining cost records and conducting a Cost Audit is
not applicable to the Company for the FY 2025-26.

C. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Rules made
thereunder and Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, M/s. KPUB & Co., Company Secretaries (ICSI UIN
No. P2015MH069000), were appointed as the Secretarial
Auditors of the Company by the Members at the Annual
General Meeting held on August 19, 2025, for a term of five
consecutive financial years commencing from FY 2025-26
up to FY 2029-30.

The Secretarial Audit Report for the FY 2025-26 with
reservation, qualification or adverse remark (if any) of the
Company and its Material Subsidiary is attached to this
report as Annexure - III and Annexure - III(A).

As per Regulation 23(9) of SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015 the listed

entity shall submit to the stock exchanges disclosures
of related party transactions every six months on the
date of publication of its standalone and consolidated
financial results. However, Disclosure of related party
transactions of the Company for the six months’ period
ended September 30, 2025, was filed 1 day after the date
of publication of its standalone and consolidated financial
results for the half year ended September 30, 2025 on the
Stock Exchanges.

In this regard, your Company confirms that the matter
was placed before the Board, and the Company has
taken note of the delay. Necessary steps have been
taken to strengthen internal processes and ensure timely
compliance with all applicable regulatory requirements
in the future.

D. Internal Auditors:

The Board of Directors of the Company had appointed
M/s. ASA & Associates LLP, Chartered Accountants
(Registration No. AAB- 7688) as the Internal Auditor of the
Company for the FY 2025-26.

The Internal Auditors periodically reviewed the adequacy
and effectiveness of the internal financial controls,
operational controls and compliance systems established
by the management and provided recommendations for
further strengthening of the internal control framework,
wherever necessary.

The Internal Audit Reports submitted by the Internal
Auditors were periodically reviewed by the Audit
Committee. During the financial year under review, no
material weakness or significant deficiency in the internal
control systems of the Company was reported by the
Internal Auditors.

Based on the recommendation of the Audit Committee,
the Board of Directors has re-appointed M/s. ASA &
Associates LLP, Chartered Accountants, as the Internal
Auditors of the Company for the financial year 2026-27.

E. Internal Financial Controls

The Company has in place adequate Internal Financial
Controls commensurate with the nature, size and
complexity of its business operations. The report on
Internal Financial Controls over Financial Reporting issued
by M/s. Jeswani & Rathore, Chartered Accountants,
Statutory Auditors of the Company, forms part of the
Independent Auditors Report. The Statutory Auditors have
confirmed that the Company''s Internal Financial Controls
were adequate and operating effectively as at March 31,
2026, and have not reported any material weakness.

F. Quality Certification

The Company continues to maintain internationally
recognized certifications, including ISO 9001:2015
certification for its Quality Management System (QMS),
ISO 14001:2015 certification for its Environmental
Management System (EMS) and ISO 45001:2018
certification for its Occupational Health and Safety
Management System (OHSMS). These certifications
demonstrate the Company’s commitment to maintaining
high standards of quality, operational excellence,

workplace safety and environmental sustainability across
its business operations.

G. Risk Management

Risk Management is integral to your Company’s strategy
and for the achievement of our long-term goals. Our success
as an organisation depends on our ability to identify and
leverage the opportunities while managing the risks.

The Risk Management Committee of the Company has
been entrusted by the Board with the responsibility of
reviewing the risk management process in the Company
and ensuring that the risks are brought within acceptable
limits. There is no major risk which may threaten
the existence of the Company. Our approach to risk
management is designed to provide reasonable assurance
that our assets are safeguarded, the risks facing the
business are being assessed and mitigated and all
information that may be required to be disclosed is reported
to Company’s Senior Management, the Audit Committee,
the Risk Management Committee and the Board. Your
Company has framed and implemented a robust Risk
Management Policy for the assessment, evaluation and
minimisation of risk, which may be accessed athttps://
www.flairworld.in/DataFiles/CorporateGovernance/
CorporatePolicies/Corporatepolicy Risk Management
Policies and Procedure.pdf

H. Disclosure under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013

To comply with the provisions of Section 134 of the Act and
Rules made thereunder, your Company has complied with
the provisions relating to constitution of Internal Complaints
Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, no complaint was received
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

In compliance with the General Circular No. G.S.R. 357(E)
dated May 30, 2025 issued by the Ministry of Corporate
Affairs, the details of the complaints received during the
Financial Year 2025-26 by the Company are as follows:

I. Provisions of Maternity Benefit Act, 1961

The Company is in compliance with the provisions of
the Maternity Benefit Act, 1961. The Company provides
maternity leave and other benefits, facilities and
entitlements to eligible employees in accordance with the
applicable statutory requirements.

The Company is committed to promoting a fair, inclusive
and supportive workplace and does not engage in any
discriminatory practices against women employees on
account of maternity or childbirth. The Company continues
to foster a work environment that upholds gender equality
and supports the well-being of its employees.

J. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177 of the Act and
Regulation 22 of SEBI (LODR) Regulations, the Company has
adopted a Vigil Mechanism/Whistle Blower Policy to provide
a platform to the Directors and Employees of the Company
to raise concerns regarding any irregularity, misconduct or
unethical matters/dealings within the Company.

The Policy provides adequate safeguards against
victimisation of persons who use such mechanism and
ensures direct access to the Chairperson of the Audit
Committee in appropriate cases. Further details of the Vigil
Mechanism / Whistle Blower Policy are provided in the
Corporate Governance Report forming part of this Annual
Report as Annexure - VIII.

k. Corporate Social Responsibility (CSR)

Annual Report on CSR activities for the FY 2025-26 as
required under Sections 134 and 135 of the Act read with
Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 and Rule 9 of the Companies (Accounts)
Rules, 2014 is attached to this report as Annexure - IV. Your
Company has a Corporate Social Responsibility Policy
which is uploaded on website of the Company athttps://
www.flairworld.in/DataFiles/CorporateGovernance/
CorporatePolicies/Corporatepolicy Corporate Social
Responsibility.pdf.

Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the

Act, the Directors state that:

a) in the preparation of the annual accounts for the
FY 2025-26, the applicable accounting standards have
been followed along with proper explanation relating to
material departures;

b) they 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 your Company as at March 31,2026 and of
the profits of the Company for the period ended on that date;

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

d) the annual accounts have been prepared on a going
concern basis;

e) proper internal financial controls laid down by the Directors
were followed by the Company and that such internal financial
controls were adequate and operating effectively; and

f) proper systems to ensure compliance with the provisions
of all applicable laws were in place and that such systems
were adequate and operating effectively.

Other Information

I. Management Discussion & Analysis Report

Management Discussion & Analysis Report for the
Financial Year 2026, as stipulated under Regulation 34(2)
(e) of SEBI (LODR) Regulations, forms part of the Annual
Report as Annexure - V.

II. Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report for the
FY 2025-26 describing the initiatives taken by the Company
from an Environment, Social and Governance perspective
as stipulated under Regulation 34(2)(f) of SEBI (LODR)
Regulations forms part of the Annual Report as Annexure - VI.

III. Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
as stipulated under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014 is
attached to this report as Annexure - VII.

iv. Corporate Governance Report

Your Company is committed to maintain the highest
standards of Corporate Governance and adhere to the
Corporate Governance requirements set out by Securities
and Exchange Board of India. The report on Corporate
Governance as stipulated under the SEBI (LODR)
Regulations is attached to this report as Annexure - VIII.
The certificate from M/s. KPUB & Co, Practicing Company
Secretaries confirming compliance with the conditions of
corporate governance is also attached to the Corporate
Governance Report.

v. IBC Code & One-time Settlement:

There is no proceeding pending against the Company under
the Insolvency and Bankruptcy Code, 2016 (IBC Code).
There has not been any instance of one-time settlement of
the Company with any bank or financial institution.

Awards/Recognitions

Your Company has received the following award during the
year under review:

i. Prestigious Export Award in the “Writing Instruments”
category for its outstanding export performance for the
years 2023-24 and 2024-25, conferred by The Plastics
Export Promotion Council (PLEXCONCIL). The award was
presented on November 16, 2025, at Mumbai. The Company
has been consistently receiving this recognition for seven
consecutive years.

Listing

The Equity Shares of the Company are listed on the National
Stock Exchange of India Limited and BSE Limited. Both these
stock exchanges have nation-wide trading terminals. Annual

listing fee for the FY 2025-26 has been paid to the National
Stock Exchange of India Limited and BSE Limited.

Annual Return

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual
Return of the Company is uploaded on website of the Company
athttps://www.flairworld.in/investor-relation.aspx

Research and Development

During the year under review, no Research & Development
was carried out.

Cautionary Statement

Statements in the Board’s Report and the Management
Discussion & Analysis Report describing the Company’s
objectives, expectations or forecasts may be forward looking
within the meaning of applicable laws and regulations. Actual
results may differ from those expressed in the statements.

General

Your Directors confirm that no disclosure or reporting is required
in respect of the following items as there was no transaction on
these items during the year under review:

1. Issue of equity shares with differential voting rights as to
dividend, voting or otherwise.

2. The Whole-time Directors of the Company does not
receive any remuneration or commission from any of
its subsidiaries.

3. 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.

4. Issue of Sweat Equity Shares.

Acknowledgement

Your Company’s organisational culture is founded on
professionalism, integrity and continuous improvement across
all functions, while ensuring efficient utilisation of resources for
sustainable and profitable growth.

Your Directors place on record their sincere appreciation for
the dedication, commitment and valuable contributions of the
employees at all levels. Your Directors also acknowledge with
gratitude the continued support and co-operation received from
various Government authorities, banks, financial institutions and
other stakeholders, including members, customers, suppliers
and business associates.

The continued commitment and dedication of employees at all
levels have been instrumental in the Company’s growth and
success. Your Directors look forward to their continued support
and contribution in the years ahead.

For Flair Writing Industries Limited

Sd/-

Date: August 03, 2026 Khubilal Jugraj Rathod

Place: Mumbai Chairman

Dear Members, Your Directors have pleasure in presenting the 9th (Ninth) Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31,2025.

Financial Performance

Consolidated Financial Statements

The Consolidated Financial Statements of your Company for the Financial Year 2024-25 (‘FY 2024-25’) ended March 31, 2025 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act’), Indian Accounting Standards (‘Ind AS’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘SEBI (LODR) Regulations’] which shall also be provided to the Members in their forthcoming Annual General Meeting (‘AGM’).

Performance and State of the Company’s Affairs

During the year under review, the Standalone revenue from operations increased by 3.35% to H 94931.44 lakhs as against H 91866.27 lakhs in the previous financial year. The net profit after tax decreased by 5.12% to H 11211.27 lakhs as against H 11816.46 lakhs in the previous financial year. The consolidated revenue from operations increased by 10.3% to H 107986.03 lakhs as against H 97872.48 lakhs in the previous financial year. The consolidated net profit after tax increased by 0.5% to H 11908.43 lakhs as against H 11848.11 lakhs in the previous financial year.

In India, our products are distributed through an extensive and well-integrated nationwide sales and distribution network,

encompassing super-stockists, distributors, direct dealers, wholesalers, and retailers. In addition to conventional trade channels, our presence extends across modern retail formats and leading e-commerce platforms, ensuring seamless product accessibility across diverse consumer touchpoints.

We also cater to institutional requirements by offering tailored corporate gifting solutions to our enterprise clients. As of March 31,2025, our Company commands the largest distribution and retail footprint in the Indian writing instruments industry, with approximately 192 super-stockists, over 8,000 distributors and dealers, and a robust network of more than 3,30,000 wholesalers and retailers, covering over 6,500 pin codes nationwide. Our dedicated Flair Sporty division operates as the super-stockist for the Mumbai region, further strengthening our regional distribution capabilities.

On the international front, we are India’s largest exporter of writing instruments, with a global presence spanning 115 countries. Our export operations are supported by 68 international distributors, each responsible for designated territories or countries. In addition, we serve as an Original Equipment Manufacturer (OEM) for select global brands, producing writing instruments for both international and domestic markets.

Public Deposits

Your Company has not accepted any deposits during the year under review falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

Transfer to General Reserve

Your Company has not transferred any amount to General Reserve for the FY 2024-25.

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

Dividend Distribution Policy

The Board of Directors of the Company in their meeting held on June 09, 2023 approved and adopted a Policy on Distribution of Dividend to comply with Regulation 43A of SEBI (LODR) Regulations and the same is uploaded on website of the Company at https://flairworld.in/DataFiles/ CorporateGovernance/CorporatePolicies/Corporatepolicy Dividend Distribution Policy.pdf

Declaration and payment of dividend

The Board is pleased to recommend a dividend of H 1/- per equity share of the Company of H5/- each (20%) for the year ended March 31, 2025. The Board recommended dividends based on the parameters laid down in the Dividend Distribution Policy and the dividend will be paid out of the profits for the year. The said dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting (“AGM”) scheduled to be held on Tuesday, August 19, 2025. If approved, the dividend would result in a cash outflow of H 10,53,95,378 (Rupees Ten Crore Fifty-Three Lakh Ninety-Five Thousand Three Hundred Seventy-Eight).

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1,2020, and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

Material changes affecting the financial position of the Company occurred between the end of the financial year and the date of the report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report.

Secretarial Standards

The Company has complied with the applicable provisions of Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).

Change in Share Capital

The Authorised Share Capital of the Company is H 550,000,000/-(Rupees Five Hundred Fifty Million only) divided into 110,000,000 (One Hundred and Ten million) Equity Shares of face value of H 5/- (Rupees Five only) each. There is no change in the share capital of the Company.

Sub-Division/Split of Equity Shares

During the year under review, there has been no change in the face value of Issued, Subscribed and Paid-up Equity Share Capital of the Company. The face value of Issued, Subscribed and Paid-up Equity Share Capital is H5/- each fully paid-up.

Related Party Transactions

To comply with the provisions of Sections 177 and 188 of the Act, along with relevant Rules and Regulation 23 of SEBI (LODR) Regulations, your Company obtained prior approval of the Audit Committee before engaging in related party transactions.

Throughout the fiscal year 2024-25, all related party transactions (RPTs), as defined under the Act and Listing Regulations, were conducted in the ordinary course of business and at arm’s length. These transactions did not fall under the purview of Section 188 of the Act of 2013 and its associated rules. No significant transactions with related parties that posed conflicts of interest necessitated Company approval as per Listing Regulations. Furthermore, there were no such transactions that necessitated reporting in Form No. AOC-2, as per Section 134(3) (h) in conjunction with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Routine transactions with related parties, such as promoters, holdings, subsidiaries, and associates, were reported in compliance with Indian Accounting Standard 24 (IND AS 24), detailed in the Annual Report for the year ending March 31, 2025. The Company has established a Policy on Related Party Transactions in accordance with the Act and SEBI (LODR) Regulations. This policy ensures comprehensive processes for reporting, approval, and disclosure of transactions between the Company and related parties. The policy document is available for reference on the Company’s website at https://www.flairworld.in/DataFiles/ CorporateGovernance/CorporatePolicies/Corporatepolicy Policy on Materiality of Related Party Transactions.pdf

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Standalone Financial Statements.

Particulars of Deposits

The Company has not accepted any deposit (under Rule 2(1)(c) of the Companies [Acceptance of Deposits] Rules, 2014) within the meaning of Sections 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

Subsidiaries, Associates and Joint Ventures

During the year under review, your Company incorporated a wholly-owned subsidiary and a step-down subsidiary in the name and style of M/s. Monterosa Stationery Private Limited and M/s. Flomaxe Stationery Private Limited respectively.

The Company does not have any associates and joint venture companies.

To comply with the provisions of Section 129(3) of the Act, a separate statement containing salient features of Financial Statements of Subsidiaries, Associates and Joint Venture of your Company (including their performance and financial position) in prescribed Form AOC-1 forms part of this annual report as Annexure - I.

Financial Statements of the aforesaid Subsidiary companies are kept open for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holiday up to the date of AGM i.e. August 19, 2025 between 11:00 a.m. to 5:00 p.m. as required under Section 136 of the Act. Any member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or Corporate Office. The Financial Statements including the Consolidated Financial Statements and all other documents required to be attached with this Report have been uploaded on website of the Company under Investor Relations page at https://flairworld.in/

To comply with the provisions of Regulation 16(1)(c) of SEBI (LODR) Regulations, the Board of Directors of the Company have approved and adopted a Policy for determination of Material Subsidiary. As on March 31, 2025, none of the subsidiaries are identified as a material subsidiary of the Company in terms of the said Policy. Policy for determination of Material Subsidiary is uploaded on website of the Company at https://www.flairworld.in/DataFiles/CorporateGovernance/ CorporatePolicies/Corporatepolicy Policy on Determining Material Subsidiary.pdf

Directors and Key Managerial Personnel

Directors

To comply with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Khubilal Jugraj Rathod (DIN: 00122867) and Mr. Rajesh Khubilal Rathod (DIN: 00122907), Whole-time Directors, are liable to retire by rotation at the ensuing AGM and being eligible, seek re-appointment. The Board of Directors, on the recommendation of Nomination and Remuneration Committee (‘NRC’), recommended their re-appointment for consideration by the Members at the ensuing AGM.

Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations and are in compliance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties as Independent Directors of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity (including the proficiency) and fulfils the conditions specified in the Act read with Rules made thereunder and SEBI (LODR) Regulations and are eligible & independent of the management.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act. Brief resume and other details of the Directors being appointed/re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (LODR) Regulations, is separately disclosed in the Notice of ensuing AGM.

Key Managerial Personnel

During the year under review, Mr. Khubilal Jugraj Rathod-Chairman (DIN: 00122867), Mr. Vimalchand Jugraj Rathod (DIN-00123007)- Managing Director, Mr. Rajesh Khubilal Rathod (DIN - 00122907), Mr. Mohit Khubilal Rathod (DIN- 00122951) and Mr. Sumit Rathod (DIN- 02987687), Whole-time Directors of the Company, Mr. Alpesh Ambalal Porwal - Chief Financial Officer w.e.f. July 03, 2024 and Mr. Vishal Chanda, Company Secretary and Compliance officer of the Company, continued to be the Key Managerial Personnel of your Company in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Mr. Mayur Gala, Chief Financial Officer, has resigned w.e.f. June 29, 2024 and Mr. Alpesh Ambalal Porwal was appointed as the Chief Financial Officer w.e.f. July 03, 2024.

Board Evaluation

To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunder and Regulation 17(10) of SEBI (LODR) Regulations, the Board has carried out the annual performance evaluation of the Directors individually including the Independent Directors (wherein the concerned Director being evaluated did not participate), Board as a whole and following Committees of the Board of Directors:

i. Audit Committee;

ii. Risk Management Committee;

iii. Nomination and Remuneration Committee;

iv. Stakeholders’ Relationship Committee; and

v. Corporate Social Responsibility Committee.

The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report which forms part of this report. Board is responsible to monitor and review the evaluation framework.

Further, to comply with Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors also evaluated the performance of Non-Independent Directors, Chairman and Board as a whole at a separate meeting of Independent Directors held on January 30, 2025.

Board and Committees of the Board

The number of meetings of the Board and various Statutory Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.

Remuneration Policy

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, the Company’s Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company is uploaded on website of the Company at https://www.flairworld.in/DataFiles/ CorporateGovernance/CorporatePolicies/Corporatepolicy Nomination Remuneration Policy.pdf.

The Policy includes, inter alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management Personnel and other employees of the Company.

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

The statement of disclosure of remuneration under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules’), is attached to this report as Annexure - II.

The statement containing particulars of top 10 employees and particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders, excluding the aforesaid Annexure. The said statement is also available for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holiday up to the date of AGM i.e. August 19, 2025 between 11:00 a.m. to 5:00 p.m. None of the employees listed in the said Annexure are related to any Director of the Company.

Auditors and Auditor’s report

A. Statutory Auditors:

In compliance with the Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, M/s. Jeswani & Rathore, Chartered Accountants, (FRN: 104202W) were re-appointed as Statutory Auditors of the Company by the shareholders of the Company in its Seventh Annual General Meeting held on June 26, 2023, to hold office for a period of 3 (three) consecutive years from the conclusion of the 7th (Seventh) Annual General Meeting until the conclusion of the 10th (Tenth) Annual

General Meeting to be held in year 2026. They have also confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Statutory Auditor’s Report for the FY 2024-25 does not contain any qualification, reservation or adverse remark and forms part of the Annual Report. The Statutory Auditors have not reported any fraud under Section 143(12) of the Act.

B. Cost Audit

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable on the Company for the FY 2024-25.

C. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Board of Directors on recommendation of the Audit Committee, has appointed M/s. KPUB & Co, Company Secretaries (Firm Registration No.: P2015MH069000) to conduct Secretarial Audit of your Company.

The Secretarial Audit Report for the FY 2024-25 with reservation, qualification or adverse remark (if any) is attached to this report as Annexure - III.

As per Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 the listed entity shall submit to the stock exchanges disclosures of related party transactions every six months on the date of publication of its standalone and consolidated financial results. However, Disclosure of related party transactions of the Company for the six months’ period ended March 31, 2024, was filed 2 days after the date of publication of its standalone and consolidated financial results for the year ended March 31, 2024 on the Stock Exchanges.

In this regard, your Company confirms that the matter was placed before the Board, and the Company has taken note of the delay. Necessary steps have been taken to strengthen internal processes and ensure timely compliance with all applicable regulatory requirements in the future.

In compliance with the provisions of the SEBI Listing Regulations, on the recommendation of the Audit Committee, the Board of Directors recommended the appointment of M/s KPUB & CO. (KPUB) (Firm Registration No. P2015MH069000) as the Secretarial Auditor of the Company for a term of five (5) consecutive years, commencing from FY 2025-26 till FY 2029-2030, to conduct the Secretarial Audit of the Company and to issue the Secretarial Audit Report. The proposal forms part of the notice of 9th AGM.

M/s KPUB & CO. had confirmed their eligibility and independence and had also expressed their willingness to accept the appointment upon approval. Brief profile of the Secretarial Auditors is available on the website of the Company at http://kpub.co.in/

D. Internal Auditors:

The Board of Directors of the Company has appointed M/s. ASA & Associates LLP, Chartered Accountants (Registration No. AAB- 7688) as the Internal Auditor of the Company for the FY 2024-25. The reports submitted by the Internal Auditor have been reviewed by the Audit Committee at regular intervals.

E. Internal Financial Controls

Your Company has in place adequate Internal Financial Controls. The report on Internal Financial Controls issued by M/s. Jeswani & Rathore, Chartered Accountants, Statutory Auditors of the Company is annexed to the Audit Report on the Financial Statements of the Company and does not contain any reportable weakness in the Company.

F. Quality Certification

The Company continued to have ISO 9001:2008 certification for ‘Quality Management System Standard’ and ISO 14001:2004 certification for ‘Environment Management System Standard’.

G. Risk Management

Risk Management is integral to your Company’s strategy and for the achievement of our long-term goals. Our success as an organisation depends on our ability to identify and leverage the opportunities while managing the risks.

The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits. There is no major risk which may threaten the existence of the Company Our approach to risk management is designed to provide reasonable assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to Company’s Senior Management, the Audit Committee, the Risk Management Committee and the Board. Your Company has framed and implemented a robust Risk Management Policy for the assessment, evaluation and minimisation of risk, which may be accessed at https://www.flairworld. in/DataFiles/CorporateGovernance/CorporatePolicies/ Corporatepolicy Risk Management Policies and Procedure.pdf.

H. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

To comply with the provisions of Section 134 of the Act and Rules made thereunder, your Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013. During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In compliance with the General Circular No. G.S.R. 357(E) dated May 30, 2025 issued by the Ministry of Corporate Affairs, the details of the complaints received during the Financial Year 2024-25 by the Company are as follows:

I. Provisions of Maternity Benefit Act, 1961

The company is in compliance with the provisions of the Maternity Benefit Act, 1961. The company provides maternity leaves and other necessary facilities and entitlements as mentioned under the law. There are no discriminatory practices followed against women employees due to maternity or childbirth. The company ensures gender equality and women’s welfare at the workplace.

J. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of SEBI (LODR) Regulations, the Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters/dealings within the Company. The same is detailed in the Corporate Governance Report which forms part of this report as Annexure- VIII.

K. Corporate Social Responsibility (CSR)

Your Company has a Corporate Social Responsibility Policy which is uploaded on website of the Company at https:// www.flairworld.in/DataFiles/CorporateGovernance/ CorporatePolicies/Corporatepolicy Corporate Social Responsibility.pdf. Annual Report on CSR activities for the FY 2024-25 as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure - IV.

Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the

Act, the Directors state that:

a) in the preparation of the annual accounts for the FY 2024-25, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they 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 your Company as at March 31,2025 and of the profits of the Company for the period ended on that date;

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

d) the annual accounts have been prepared on a going concern basis;

e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls were adequate and operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Other Information

I. Management Discussion & Analysis Report

Management Discussion & Analysis Report for the Financial Year 2025, as stipulated under Regulation 34(2) (e) of SEBI (LODR) Regulations, forms part of the Annual Report as Annexure - V.

II. Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report for the FY 2024-25 describing the initiatives taken by the Company from an Environment, Social and Governance perspective as stipulated under Regulation 34(2)(f) of SEBI (LODR) Regulations forms part of the Annual Report as Annexure - VI.

III. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure - VII.

IV. Corporate Governance Report

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations is attached to this report as Annexure - VIII.

The certificate from M/s. KPUB & Co, Practicing Company Secretaries confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

V. IBC Code & One-time Settlement:

There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of one-time settlement of the Company with any bank or financial institution.

Listing

The Equity Shares of the Company are listed on the National Stock Exchange of India Limited and BSE Limited. Both these stock exchanges have nation-wide trading terminals. Annual listing fee for the FY 2024-25 has been paid to the National Stock Exchange of India Limited and BSE Limited.

Annual Return

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company is uploaded on website of the Company at https://www.flairworld.in/investor-relation.aspx

Research and Development

During the year under review, no Research & Development was carried out.

Cautionary Statement

Statements in the Board’s Report and the Management Discussion & Analysis Report describing the Company’s objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

General

Your Directors confirm that no disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:

1. Issue of equity shares with differential voting rights as to dividend, voting or otherwise.

2. The Whole-time Directors of the Company does not receive any remuneration or commission from any of its subsidiaries.

3. 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.

4. Issue of Sweat Equity Shares.

5. There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of one-time settlement of the Company with any bank or financial institution.

Acknowledgement

Your Company’s organizational culture upholds professionalism, integrity and continuous improvement across all functions as well as efficient utilization of the Company’s resources for sustainable and profitable growth.

Your Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from various Government Authorities, Banks/Financial Institutions and other stakeholders such as members, customers and suppliers, among others. Your Directors also commend the continuing commitment and dedication of employees at all levels which has been vital for the Company’s success. Your Directors look forward to their continued support in future.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the Financial Year 2023-24 (''2023-24'') ended March 31,2024 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (''the Act''), Indian Accounting Standards (''Ind AS'') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [''SEBI (LODR) Regulations''] which shall also be provided to the Members in their forthcoming Annual General Meeting (''AGM'').

PERFORMANCE AND STATE OF THE COMPANY''S AFFAIRS

During the year under review, the Standalone revenue from operations increased by 1.64% to '' 9,186.63 million as against '' 9,038.72 million in the previous financial year. The net profit after tax increased by 5.89% to '' 1,181.65 million as against '' 1,115.98 million in the previous financial year. The consolidated revenue from operations increased by 3.83% to '' 9,787.25 million as against '' 9,426.60 million in the previous financial year. The consolidated net profit

after tax increased by 1.23% to '' 1,184.81 million as against '' 1,170.39 million in the previous financial year.

In India, our products reach consumers through a diverse nationwide sales and distribution network, consisting of super-stockists, distributors, direct dealers, wholesalers and retailers. Besides traditional distribution channels, our products are also sold through modern retail outlets, as well as e-commerce platforms. We provide customised corporate gifting products to our corporate customers. Our Company has the largest distributor/dealer network and wholesale/retailer network, in the writing instruments segment in India, comprising approximately 150 superstockist, 8,000 distributors/dealers and approximately 330,000 wholesalers/retailers, as of March 31, 2024. We also conduct distribution through our Company''s Flair Sporty division, which is the super-stockist for the Mumbai region. We had 68 international distributors catering to a specific region or country. Our products were sold by us and our distributors in 95 countries as of March 31, 2024. We also manufacture writing instruments as an OEM for export and domestic markets for certain international companies.

PUBLIC DEPOSITS

Your Company has not accepted any deposits during the year under review falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO GENERAL RESERVE

Your Company has not transferred any amount to General Reserve for the year 2023-24.

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.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company in their meeting held on June 09, 2023 approved and adopted a Policy on Distribution of Dividend to comply with Regulation 43A of SEBI (LODR) Regulations and the same is uploaded on website of the Company at https://flairworld.in/DataFiles/ CorporateGovernance/CorporatePolicies/Corporatepolicy_ Dividend_Distribution_Policy.pdf

DIVIDEND

With just four months of being listed as of 31st March 2024 and after careful consideration, the Directors have elected not to propose a dividend for the financial year ended March 31,2024.

Material changes affecting the financial position of the Company occurred between the end of the financial year and the date of the report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report.

CHANGE IN SHARE CAPITAL

The Authorised Share Capital of the Company is '' 550,000,000/- (Rupees Five Hundred Fifty million only) divided into 1,100,000,000 (Eleven Hundred million) Equity Shares of face value of '' 5/- (Rupees Five only) each.

PRIVATE PLACEMENT, INITIAL PUBLIC OFFERING & LISTING OF EQUITY SHARES OF THE COMPANY

During the year under review, your company has issued 2,401,315 equity shares of face value of '' 5/- each at price of '' 304/- per equity share including premium of '' 299/- per

equity share aggregating to '' 730 million on a preferential basis through private placement to Volrado Venture Partners Fund III BETA.

Subsequently, your Company made an Initial Public Offering ("IPO" or "Issue") of 19,506,578 equity shares of face value of '' 5/- each of the Company for cash at a price of '' 304/- per equity share, including a premium of '' 299/-per equity share aggregating to '' 5,930 million, comprising of a fresh issue of 9,605,263 equity shares aggregating to '' 2,920 million and an offer for sale of 9,901,315 equity shares aggregating up to '' 3,010 million by the selling shareholders. The issue opened on November 22, 2023 and closed on November 24, 2023. The issue was led by book running Lead Managers viz. Nuvama Wealth Management Limited (formerly known as Edelweiss Securities Limited) and Axis Capital Limited.

Details of changes in paid-up equity share capital and Equity shares during the year under review, are as under:

The Company successfully completed the IPO process and the equity shares of the Company were listed on National Stock Exchange of India Limited and BSE Limited on December 01,2023.

PROCEEDS FROM INITIAL PUBLIC OFFERING

The details of the proceeds of the Fresh Issue are set forth below:

Your Company has appointed ICRA Limited as Monitoring Agency in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2018 ("ICDR Regulations"), as amended from time to time, to monitor the utilisation of IPO proceeds and the Company has obtained monitoring reports from the Monitoring Agency from time to time confirming no deviation or variation in the utilisation of proceeds of the IPO from the objects stated in the Prospectus dated November 25, 2023. The Company has submitted the statement(s) and report as required under Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements Regulations), 2015 ("Listing Regulations") to both the exchanges where the shares of the Company are listed, namely, National Stock Exchange of India Limited and BSE Limited and on timely basis.

Your Directors would like to thank the merchant bankers - Nuvama Wealth Management Limited (formerly known as Edelweiss Securities Limited) and Axis Capital Limited and legal counsels involved with the IPO - S&R Associates and Induslaw and Registrar to the Offer - Link Intime India Private Limited and Statutory Auditors of our company -M/s. Jeswani & Rathore, Chartered Accountants and our Strategic Advisors for helping the Company in achieving

successful IPO and listing. Your Directors would also like to thank the regulators SEBI and ROC for enabling the Company to take its equity story to the public market. Your Directors would like to express the appreciation to the Stock Exchanges for extending co-operation in the listing process. Last but not the least, your Directors extend their heartfelt gratitude to the shareholders for investing in the IPO and reposing their continuous trust and faith in the Company & its management.

SUB-DIVISION/SPLIT OF EQUITY SHARES

During the year under review, there has been no change in the face value of Issued, Subscribed and Paid-up Equity Share Capital of the Company. The face value of Issued, Subscribed and Paid-up Equity Share Capital is '' 5/- each fully paid-up.

RELATED PARTY TRANSACTIONS

In compliance with Sections 177 and 188 of the Act, along with relevant Rules and Regulation 23 of SEBI (LODR) Regulations, your Company obtained prior approval from the Audit Committee before engaging in related party transactions.

Throughout the fiscal year 2023-24, all related party transactions (RPTs), as defined under the Act and Listing Regulations, were conducted in the ordinary course of business and at arm’s length. These transactions did not fall under the purview of Section 188 of the Act of 2013 and its associated rules. No significant transactions with related parties that posed conflicts of interest necessitated Company approval as per Listing Regulations.

Furthermore, there were no such transactions that necessitated reporting in Form No. AOC-2, as per Section 134(3)(h) in conjunction with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Routine transactions with related parties, such as promoters, holdings, subsidiaries, and associates, were reported in compliance with Indian Accounting Standard 24 (IND AS 24), detailed in the Annual Report for the year ending March 31,2024.

The Company has established a Policy on Related Party Transactions in accordance with the Act and SEBI (LODR) Regulations. This policy ensures comprehensive processes for reporting, approval, and disclosure of transactions between the Company and related parties. The policy document is available for reference on the Company’s website at https://flairworld.in/DataFiles/CorporateGovernance/ CorporatePolicies/Corporatepolicy_Policy_on_Materiality_ of_Related_Party_Transactions.pdf..

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Standalone Financial Statements.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company has two subsidiaries, viz. - Flair Writing Equipments Private Limited (‘FWEPL'') and Flair Cyrosil Industries Private Limited (‘FCIPL''). The Company does not have any associates and joint venture companies.

To comply with the provisions of Section 129(3) of the Act, a separate statement containing salient features of Financial Statements of Subsidiaries, Associates and Joint Venture of your Company (including their performance and financial position) in prescribed Form AOC-1 forms part of this annual report as Annexure I.

Financial Statements of the aforesaid Subsidiary companies are kept open for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holiday up to the date of AGM

i.e. August 22, 2024 between 11:00 a.m. to 5:00 p.m. as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or Corporate Office. The Financial Statements including the Consolidated Financial Statements and all other documents required to be attached with this Report have been uploaded on website of the Company under Investor Relations page at https://flairworld.in/.

To comply with the provisions of Regulation 16(c) of SEBI (LODR) Regulations, the Board of Directors of the Company have approved and adopted a Policy for determination of Material Subsidiary. As on March 31, 2024, none of the subsidiaries are identified as a material subsidiary of the Company in terms of the said Policy. Policy for determination of Material Subsidiary is uploaded on website of the Company at https://flairworld.in/DataFiles/CorporateGovernance/ CorporatePolicies/Corporatepolicy_Policy_on_Determining_ Material_Subsidiary.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

To comply with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Mohit Khubilal Rathod (DIN: 00122951) and Mr. Sumit Rathod (DIN: 02987687) Whole-time Director(s) are liable to retire by rotation at the ensuing AGM and being eligible, seeks re-appointment. The Board of Directors, on the recommendation of Nomination and Remuneration

Committee (''NRC’), recommended their re-appointment for consideration by the Members at the ensuing AGM. Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI (LODR) Regulations and are in compliance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties as Independent Directors of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity (including the proficiency) and fulfils the conditions specified in the Act read with Rules made thereunder and SEBI (LODR) Regulations and are eligible & independent of the management.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act. Brief resume and other details of the Directors being appointed/ re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (LODR) Regulations, is separately disclosed in the Notice of ensuing AGM.

Further, NRC and Board of Directors of the Company in their meetings held on May 25, 2024 and May 27, 2024 respectively approved and recommended the appointment of Mr. Deven Bipin Shah (DIN: 00604010) as a Non-Executive - Independent Director of the Company, not liable to retire by rotation, with effect from May 27, 2024 for approval of the Members at the ensuing AGM of the Company. The Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director and Mr. Deven Bipin Shah has also consented to act as Non-Executive - Independent Director of the Company and affirmed that he is not debarred from holding the office of Director by virtue of any order of SEBI or any other such Authority. The NRC and Board of Directors are of the view that his skill, background and experience are aligned to the role and capabilities identified by NRC and that he is eligible for appointment as a Non-Executive Independent Director of the Company.

KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Khubilal Jugraj Rathod-Chairman (DIN: 00122867), Mr. Vimalchand Jugraj Rathod (DIN- 00123007)- Managing Director, Mr. Rajesh Khubilal Rathod (DIN - 00122907), Mr. Mohit Khubilal Rathod (DIN-00122951) and Mr. Sumit Rathod (DIN- 02987687) Wholetime Directors of the Company and Mr. Mayur Gala, Chief Financial Officer, Mr. Vishal Chanda, Company Secretary and Compliance officer of the Company, continued to be the Key Managerial Personnel of your Company in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

BOARD EVALUATION

To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunder and Regulation 17(10) of SEBI (LODR) Regulations, the Board has carried out the annual performance evaluation of the Directors individually including the Independent Directors (wherein the concerned Director being evaluated did not participate), Board as a whole and following Committees of the Board of Directors:

i. Audit, Risk Management and Ethics Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders’ Relationship Committee; and

iv. Corporate Social Responsibility Committee.

The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report which forms part of this report. Board is responsible to monitor and review the evaluation framework.

Further, to comply with Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors also evaluated the performance of Non-Independent Directors, Chairman and Board as a whole at a separate meeting of Independent Directors.

BOARD AND COMMITTEES OF THE BOARD

The number of meetings of the Board and various Statutory Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.

REMUNERATION POLICY

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, the Company’s Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior

Management and other Employees of the Company is uploaded on website of the Company at https:// www.flairworld.in/DataFiles/CorporateGovernance/ CorporatePolicies/Corporatepolicy_Nomination_ Remuneration_Policy.pdf.

The Policy includes, inter alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management Personnel and other employees of the Company.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The statement of disclosure of remuneration under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''Rules’), is attached to this report as Annexure - II.

Further, as per second proviso to Section 136(1) of the Act read with Rule 5 of the Rules, the Board’s Report and Financial Statements are being sent to the Members of the Company including the statement of particulars of employees as required under Rule 5(2) of the Rules. The said statement is also available for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holiday up to the date of AGM i.e. August 22, 2024 between 11:00 a.m. to 5:00 p.m.

AUDITORS AND AUDITOR''S REPORT

A. Statutory Auditors:

I n compliance with the Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, M/s. Jeswani & Rathore, Chartered Accountants, (FRN: 104202W) were re-appointed as Statutory Auditors of the Company by the shareholders of the Company in its Seventh Annual General Meeting held on June 26, 2023, to hold office for a period of 3 (three) consecutive years from the conclusion of the 7th (Seventh) Annual General Meeting until the conclusion of the 10th (Tenth) Annual General Meeting to be held in year 2026. They have also confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Statutory Auditor’s Report for the 2023-24 does not contain any qualification, reservation or adverse remark and forms part of the Annual Report. The Statutory Auditors have not reported any fraud under Section 143(12) of the Act.

B. Cost Audit

I n terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable on the Company for the year 2023-24.

C. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Board of Directors on recommendation of the Audit Committee, have appointed M/s. KPUB & Co, Company Secretaries (Firm Registration No.: P2015MH069000) to conduct Secretarial Audit of your Company.

The Secretarial Audit Report for the 2023-24 does not contain any reservation, qualification or adverse remark and is attached to this report as Annexure - III.

D. Internal Auditors:

The Board of Directors of the Company has appointed M/s. ASA & Associates LLP Chartered Accountants (Registered No. AAB- 7688) as the Internal Auditor of the Company for the 2023-24. The reports submitted by the Internal Auditor have been reviewed by the Audit Committee at regular intervals.

E. Internal Financial Controls

Your Company has in place adequate Internal Financial Controls. The report on Internal Financial Controls issued by M/s. Jeswani & Rathore, Chartered Accountants, Statutory Auditors of the Company is annexed to the Audit Report on the Financial Statements of the Company and does not contain any reportable weakness in the Company.

F. Quality Certification

The Company continued to have ISO 9001:2008 certification for ''Quality Management System Standard’ and ISO 14001:2004 certification for ''Environment Management System Standard’.

G. Risk Management

Risk Management is integral to your Company’s strategy and for the achievement of our long-term goals. Our success as an organisation depends on our ability to identify and leverage the opportunities while managing the risks.

The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits. There is no major risk which may threaten the existence of the Company. Our approach to risk management is designed to provide reasonable assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to Company’s Senior Management, the Audit Committee, the Risk Management Committee

and the Board. Your Company has framed and implemented a robust Risk Management Policy for the assessment, evaluation and minimisation of risk, which may be accessed at https://www.flairworld.in/ DataFiles/CorporateGovernance/CorporatePolicies/ Corporatepolicy_Risk_Management_Policies_and_ Procedure.pdf.

H. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

To comply with the provisions of Section 134 of the Act and Rules made thereunder, your Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

I. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of SEBI (LODR) Regulations, the Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters/ dealings within the Company. The same is detailed in the Corporate Governance Report which forms part of this report as Annexure VIII.

J. Corporate Social Responsibility (CSR)

Your Company has a Corporate Social Responsibility Policy which is uploaded on website of the Company at https://www.flairworld.in/DataFiles/ CorporateGovernance/CorporatePolicies/ Corporatepolicy_Corporate_Social_Responsibility.pdf. Annual Report on CSR activities for the year 2023-24 as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure - IV.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the

Act, the Directors state that:

a) I n the preparation of the annual accounts for the year 2023-24 the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they 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 your Company as at March 31,2024 and of the profits of the Company for the period ended on that date;

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

d) t he annual accounts have been prepared on a going concern basis;

e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls were adequate and operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

OTHER INFORMATION

I. Management Discussion & Analysis Report

Management Discussion & Analysis Report for the Financial Year 2023, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, forms part of the Annual Report as Annexure - V.

II. Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report for the 2023-24 describing the initiatives taken by the Company from an Environment, Social and Governance perspective as stipulated under Regulation 34(2)(f) of SEBI (LODR) Regulations forms part of the Annual Report as Annexure VI.

III. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure VII.

IV. Corporate Governance Report

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The report

on Corporate Governance as stipulated under the SEBI (LODR) Regulations is attached to this report as Annexure VIII.

The certificate from M/s. KPUB & Co, Practicing Company Secretaries confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

AWARDS/RECOGNITIONS

Your Company has received the following awards:

Award for Top Exporter for FY 2022-23 and 2021-22 to the Company from the Plastic Export Promotion Council in the category for writing instruments.

Listing

The Equity Shares of the Company are listed on the National Stock Exchange of India Limited and BSE Limited. Both these stock exchanges have nation-wide trading terminals. Annual listing fee for the 2023-24 has been paid to the National Stock Exchange of India Limited and BSE Limited.

Annual Return

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company is uploaded on website of the Company at https://www.flairworld.in/investor-relation.aspx

Research and Development

During the year under review, no Research & Development was carried out.

Cautionary Statement

Statements in the Board’s Report and the Management Discussion & Analysis Report describing the Company’s objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

General

Your Directors confirm that no disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:

1. Issue of equity shares with differential voting rights as to dividend, voting or otherwise.

2. The Whole-time Directors of the Company does not receive any remuneration or commission from any of its subsidiaries.

record their appreciation for the valuable co-operation and support received from various Government Authorities, Banks/Financial Institutions and other stakeholders such as members, customers and suppliers, among others. Your Directors also commend the continuing commitment and dedication of employees at all levels which has been vital for the Company’s success. Your Directors look forward to their continued support in future.