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

1. FINANCIAL RESULTS:

The Company's financial performance for the year under review along with previous year’s figures is
given hereunder:

2. STATE OF AFFAIRS:

The Company is engaged in the business of packaging products made from plastics which caters to the
packaging requirements of various industries. There has been no change in the business of the Company
during the financial year ended March 31,2025.

The highlights of the Company's performance are as under:

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

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

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

3. SHARE CAPITAL:

Authorised Share Capital

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

Paid up Share Capital

As on March 31, 2025. the paid-up equity share capital of the company is Rs 19.21.93,640/- [Rupees
nineteen crore twenty one lakh ninety-three thousand six hundred forty only] divided into
1,92,19.364 (one crore ninety-two lakhs nineteen thousand three hundred and sixty-four] equiLy
shares each having face value of rs. 10/- (ten].

4. DIVIDEND:

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

5. RESERVES:

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

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

During the year, no amount of unclaimed dividend has been transferred to IF.PF.

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

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

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

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

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

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

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

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

11. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

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

13. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

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

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

14. STATUTORY AUDITORS:

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

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

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

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

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

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

15. ANNUAL RETURN:

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

16. SECRETARIAL AUDITOR:

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

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

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

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

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

18. DIRECTOR RESPOSNS1B1L1TY STATEMENT:

Your directors wish to inform that the Audited Accounts containing financial statements for the financial
year 2024-2.7 arc in full conformity with the requirements of the Companies Act 2013. They believe that
the financial statement reflects fairly, the form and substance of transactions earned out during the year
and reasonably present the Company's financial condition and results of operations.

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

a. in the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures:

b. the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit and loss of the
company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.

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

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

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

19. DEPOSITS:

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

20. DIRECTORS / KEY' MANAGERIAL PERSONNEL:

a. RETIREMENT BY ROTATION:

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

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

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

Ms. Sonalbahen Pratik Bhatt (DIN: 09507674), resigned from the position of Director of company w'ith
effect from September 04, 2024.

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

Mr. Shubham |ain (DIN: 09s36323), resigned from the position of Independent Director of company
with effect from November 14.2024.

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

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

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

ROARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 3nd SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, had adopted a formal mechanism for evaluating its own performance
and as well as that of its committee and individual Directors, including the chairperson of the Board. The
Exercise was carried out through a structured evaluation process covering the various aspects of the
Board's functioning such as composition of board & committees, experience & competencies,
performance of specific duties & obligations, governance issues etc.

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

C REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated
criteria for determining, qualifications, positive attributes and independence of a director and also a
policy for remuneration of directors, key managerial personnel and senior management. The policy is
available at the website of company at h tt ps: / / www. sa ha rfl ex .co m / .

d. DECLARATION BY INDEPENDENT DIRECTORS:

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

21. COMMITTEES OF THE BOARD:

In terms of Companies Act, 2013, our Company has already constituted the following Committees of the
Board:

1) Audit Committee.

2) Nomination and Remuneration Committee,

3) Stakeholders Relationship Committee.

Constitution of Committees are as under:

1) Audit Committee:

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

The term of reference:

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

ii. Review and monitor the auditor's independence and performance, and effectiveness of
audit process.

iii. Examination of the financial statement and auditor's report thereon.

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

v. Scrutiny of inter-corporate loans and investments.

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

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

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

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

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

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

xil. The Board’s report under sub-section (3) of seebon 134 shall disclose the composibon
of Audit Committee and where the Board had not accepted any recommendation of the
Audit Committee, the same shall be disclosed in such report along with the reasons
thereof.

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

2) Nomination and Remuneration Committee.

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

The term of reference:

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

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

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

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

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

3. Remuneration to Directors, Key Managerial Personnel and senior management
involves a balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the company and its goals:

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

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

vi. Make reports to the Board as appropriate.

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

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

3) Stakeholders Relationship Committee.

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

22. PARTICULARS OF CONTRACTS WITH RELATED PARTIES:

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

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

23. CORPORATE GOVERNANCE:

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

24. MANAGEMENT DISCUSSION AND ANALYSIS:

|

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

25. PARTICULARS OF EMPLOYEES:

j

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

i

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

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

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

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

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

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

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

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

h) The name of every employee, who:

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

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

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

26. COST AUDITORS:

The section 148 read with Companies (Audit & Auditors) Rules. 2014 and other applicable provisions, if
any. of the Companies Act, 2013 are not applicable to the Company Hence, the Board of Directors of your
company had not appointed Cost Auditor for obtaining Cost Compliance Report of the company for the
financial year 2024-25.

27. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

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

28. PREVENTION OF INSIDER TRADING:

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

29. INDUSTRIAL RELATIONS (HUMAN RESOURCES):

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

30. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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

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

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

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

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

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

I

i

33. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961:

I

i

l

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

34. ACKNOWLEDGEMENTS

I

I

l

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

i

i

i

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

i

i

:

•

•

i

!

I

l

I

Sd/- Sd/-

HIKMATBAHADUR BECHARSINH HARISINH

KRISIIABAIIADUR KUNWAR CIIAUUAN

Date: November 11,2025 Managing Director Director

I’lacc: Ahmcdabad DIN: 00021010 DIN: 09269744

i

I

l

i