డైరెక్టర్ల నివేదిక RFBL Flexi Pack Ltd.

Mar 31, 2025

Your Directors present you the 20^th Annual Report together with Audited Balance Sheet
of the Company as at 31st March 2025 and statement of Profit & Loss for the year ended
31^st March, 2025

FINANCIAL RESULTS:

Particulars	Year ended 31,03.2025	Year ended 31.03.2024
	Rupees in Lakh	Rupees in Lakh
Revenue from Operations	13,546.06	9436.07
Add: Other Income	0.12	0.12
Total Revenue	13,546.19	9436.20
Profit / (Loss) before Depreciation and	1208.06	824.83
Taxation
Less: Depreciation	54.10	10.46
Less: Prior Period Items
Profit/(Loss) before Taxation	1153.96	814.37
Current Tax	337.10	192.63
Mat Tax	6.38	6.38
Deferred Tax	11.12	(2.35)
Short/(Excess) Provision of Current Tax of
Earlier year
Profit/(Loss) after Taxation	799.35	617.71

OPERATIONS OF THE COMPANY:

During the year review, the Company has earned net profit of Rs.799.35 Lakh in
comparison of net profit of Rs.617.71 Lakh for the previous financial year.

TRANSFER TO RESERVES:

The Company has transferred Rs. 799.35 lacs to Reserve and Surplus account.
DIVIDEND:

To preserve the resources of the company, management has decided to not to declare
dividend for the period under review.

MATERIAL CHANGES BETWEEN THE PATE OF THE BOARD REPORT AND END OF
FINANCIAL YEAR.

There have been no material changes and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the financial year of
the Company to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE:

During the year under review, there has been no such significant and material orders
passed by the regulators or courts or tribunals impacting the going concern status and
company’s operations in future.

SUBSIDIARY COMPANY:

As on March 31, 2025, the Company does not have any subsidiary.

HOLDING COMPANY:

During the year under review, Your Company was wholly owned subsidiary Company
of Roopyaa Tradebizz Limited (Formerly Known as Roopyaa Finbizz Limited)

AUDIT REPORT:

The Statutory Auditors’ Report on the accounts of the Company for the accounting year
ended 31st March, 2025 is self-explanatory and do not call for further explanations or
comments that may be treated as adequate compliance of Section 134 of the Companies
Act, 2013.

CHANGE IN THE NATURE OF BUSINESS:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) Appointment of Additional Directors:

Miss Kriya Dipakbhai Shah (DIN : 10714962) was appointed as an Additional
Independent Director (Non-Executive) as of the Company w.e.f. 31^st July, 2025.

Mr Pankaj Bhai (DIN:07462097), Mr. Nishit Popat (DIN: 09279612) and Ms Aesha Shah
(DIN: 10423365 were appointed as Independent Directors of the company with effect
from January 10,2025

During the year under review, the Board of Directors of the company changed the
designation of Mr. Amit Parmar (DIN: 10377348) from Non-Executive Director to
Executive Director which shall be in accordance with the provision of Companies Act,
2013 with effect from 23^rd July 2025 and that he shall be liable to be retired by rotation.
And the Board of Directors also appointed Mr. Amit Parmar as a Chief Financial Officer
(CFO) and Key Managerial Personnel (KMP) of the Company with effect from 23^rd July,
2025.

During the year under review, Mr. Kunjit Mahesh bhai Patel (DIN:06719295) and Mr.
Amit Punambhai Parmar (DIN; 10377348} were directors of the Company.

Mr. Mitesh Solanki (DIN; 09829435) ceased as Director of the Company w.e.f. 10^th
January,202 5

Mr. Pankaj Baid (DIN: 07462097} ceased as Independent Director of the Company w.e.f.
31^st July ,2025

DEPOSITS:

The Company has not invited/ accepted any deposits from the public during the year
ended March 31, 2025. There were no unclaimed or unpaid deposits as on March Si,
2025.

CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The provision of Section 134{m) of the Companies Act, 2013 do not apply to our
company. There was no foreign exchange inflow or out flow during the year under
review.

RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks
followed by coordinated efforts to minimize, monitor and mitigate/controi the
probability and/or impact of unfortunate events or to maximize the realization of
opportunities. The Company has laid down a comprehensive Risk Assessment and
Minimization Procedure which is reviewed by the Board from time to time. These
procedures are reviewed to ensure that executive management controls risk through
means of a properly defined framework. The major risks have been identified by the
Company and its mitigation process/measures have been formulated in the areas such
as business, project execution, dg event, financial, human, environment and statutory
compliance.

INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to
financial statements. During the financial year, such controls were tested and no
reportable material weakness in the design or operation was observed.

CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, Provisions of Section 135 of the Companies Act, relating

to Corporate Social Responsibility is applicable to the Company in view of Crossing limit
of One of the Criteria of Net profit of the Company in excess of Rs. 5 Crore for the
immediately preceding financial year 2023-24.

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

During the year under review, the Company has spent Rs.6,50,000 i.e. more than 2%
of the average net profit of last three financial years on CSR activities. The Annual
Report on CSR activities as stipulated under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure 2 to
this Report.

NUMBER OF MEETING OF THE BOARD:

During the year 2024-25, the Board of Directors met 5 times dates are 15/04/2024,
14/05/2024, 02/09/2024, 18/11/2024, 10/01/2025.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby
confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures,
if any,

ii. 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 losses of the Company for that year.

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

iv. The Directors had prepared the annual accounts on a ’Going Concern'' basis.

v. The Directors had devised proper system to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

COMPLIANCE OF SECTION 134 READ WITH RULES 8(41 OF THE COMPANIES
(ACCOUNTS) RULES.2014

One of the key responsibilities of the Board and the Nomination & Remuneration
committee includes establishment of a structured assessment process for evaluation of
performance of the Board, committees of the Board and individual performance of each
Director including the Chairman.

During the year under review, Company has not incorporated any committee during the
period under review.

Board and Individual Directors:

The parameters of the performance evaluation process for the Board. Inter alia ,
considers work done by the Board around long term strategy, rating the composition &
mix of Board members, discharging its governance & fiduciary duties, handling critical
and dissenting suggestions etc.

Committees of the Board:

The performance evaluation of committee’s was carried out based on the degree of
fulfillment of key responsibilities as outlined by the charter, adequacy of committee
composition, effectiveness of meetings, quality of deliberations at the meeting and
information provided to the committees.

The company has constituted Audit Committee in compliance with Section 177 (8) ,
Nomination and Remuneration committee, Establishment of Vigil Mechanism in
compliance with Section 177(10) , Policy on Director’s Appointment and Remuneration
in accordance with requirement of Section 178(4) of the Companies Act,2013

(1) Audit Committee

The Company’s Audit Committee comprises:

1. Mr. Nishit Popat : Chairman

2. Ms. Aesha Shah : Member

3. Mr. Pankaj Baid : Member

During the Year 1 meeting of Audit Committee were met on the following respective
dates

1. February 5,2025

For the Meeting of Audit Committee held on 05th February,2025, Mr. Nishit Popat was

DECLARATION BY INDEPENDENT DIRECTORS:

The Company was required to appoint Independent Directors under Section 149(4) and
Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014,
Company has appointed Mr. Nishit Bharatbhai Popat (DIN;Q9279612), Ms Aesha Harsh
Shah (DIN; 10423365} and Mr Pankaj Baid (DIN: 09384530) as an Independent Director
of the company with effect from 10^th January,2025 and received necessary declaration
from Independent Directors.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year under review, the Company has not advanced any loans/ given
guarantees/ made investments.

PARTICULARS OF EMPLOYEE:

None of the employee has received remuneration exceeding the limit as stated in rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

CONSTITUTION OF COMMITTEE - SEXUAL HARASSMENT AT WORKPLACE:

The Company has adopted a policy on prevention, prohibition and Redressal of Sexual
harassment at workplace and has duly constituted an Internal Complaints Committee
in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

Pursuant to the said Act, the details of the total reported and closed cases pertaining to
incidents under the above framework/law are as follows:

Particulars Numbers

Number of complaints pending as on the beginning of the financial year Nil
Number of complaints -sled during the -i financial year Nil

Number of complaints closed during the -i financial year Nil

Number of complaints pending as on the end of the financial year Nil

MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity
Benefit Act, 1961 and has extended all statutory benefits to eligible women employees
during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:

Your Company has entered into related party transactions during the year under review
details of the same is mentioned in Annexure- 2

the chairman of the meeting

All the members of the Committee have relevant experience in financial matter.

(2) Nomination and Remuneration Committee:

The Company’s NRC Committee Comprises

Mr. Nishit Popat : Chairman
Ms. Aesha Shah : Member
Mr. Pankaj Baid : Member

The committee met 1 (one) times during the year under review. These meeting were held
on 05.02.2025.

For the Meeting of Nomination and Remuneration Committee held on 05th
February,2025, Mr. Nishit Popat was the chairman of the meeting

The Board has delegated the following powers to this committee:

Investigate any activity within the scope of its charter or referred to it by the Board
Seek any information from any employee or director of the company.

The salient features of NRC includes provisions relating to Remuneration of Managerial
Person, Key Managerial Personnel and senior Management, Frequency of the Meeting,
dealing with committee members interest.

(3) Stakeholders Relationship Committee:

The Company’s Stakeholders Relationship Committee Comprises

For Meeting held on February 05,2025

Mr. Nishit Popat : Chairman
Ms. Aesha Shah : Member
Mr. Kunjit Patel : Member

For the Meeting of Nomination and Remuneration Committee held on 05th
February,2025, Mr. Nishit Popat was the chairman of the meeting

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS ARP
EMPLOYEES

As per provisions of Section 177 (9) of the Companies Act,2013 (“Act”) the company is
not required to establish Vigil Mechanism for directors and employees to report genuine
concerns.

EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule
12 of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is
now not required to be furnished as notified vide notification no. G.S.R. 159 (E). dtd.
05th March, 2021.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

No application was made or any proceeding is pending under the Insolvency and
Bankruptcy Code 2016 during the year.

The company has not made any one-time settlement with any banks or financial
institutions.

DETAILS OF APPLICATION/ ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the insolvency and
Bankruptcy Code, 2016 during the financial year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF

As Company has not done any one-time settlement during the year under review hence
no disclosure is required.

APPRECIATION:

Your Directors’ place on record their deep sense of appreciation for the dedicated
services rendered by the employees at all levels, enabling the company to achieve a
satisfactory performance during the year under review.

Your Directors’ also wish to thank company’s bankers, business associates and
especially investors who have had the trust and confidence in making the investments
in to the company and who continue to provide their valuable advice from time to time.

FOR AND ON BEHALF OF

RFBL FLEXI RACK LIMITED

Kunjit Patel Amit Parmar 3(W_ia2c

Managing Director Director PLACE: AHMEDABAD

DIN:06719295 DIN: 10377348