Your Directors have the pleasure of presenting the 37^th Annual
Report together with the Standalone & Consolidated Audited
Financial Statements of the Company for the Financial Year
ended 31^st March, 2026.

FINANCIAL RESULTS

The summarized financial results for the year ended 31st
March, 2026 and for the previous year ended 31st March, 2025
are as follows:

During the year under review, your Company has achieved
consolidated total income and net profit / (Loss) of Rs.15,512.99
crore and Rs.317.10 crore respectively as against total income
and net profit of Rs.15,199.27 crore and Rs.142.32 crore,
respectively during the previous financial year ended 31st
March, 2025.

Further, your Company has achieved standalone total income
of Rs.7,854.33 crores and net profit of Rs.148.02 crore as against
total income of Rs.7,809.60 crore and net profit of Rs.214.45
crore, respectively during the previous financial year ended
31st March, 2025.

The Details of financial performance of all subsidiaries and
associates are contained in Note No. 52 of the Notes to Accounts
to the Consolidated Financial Statements.

TRANSFER OF UNCLAIMED DIVIDEND TO AUTHORITY

An amount of Rs.9,41,556.00 pertaining to Financial Year 2018
was transferred to Investor Education and Protection Fund
(IEPF) during the year under review.

TRANSFER OF UNCLAIMED SHARES TO AUTHORITY

In accordance with the provisions of Section 124(6) of the
Companies Act, 2013 read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 as amended from time to time, the
Company has transferred 42,718 Equity Shares on which
Dividend was not paid/claimed for seven consecutive years, to
the Investor Education and Protection Fund (IEPF) during the
year under review.

DIVIDEND

Your Directors are pleased to recommend a dividend @ Rs.3.00
(Rupees Three only) per share for the financial year ended 31^st
March 2026 after considering future needs of the company for
growth.

The Dividend, as recommended by the Board, if declared by the
members at the ensuing Annual General Meeting, will be paid
to those members or their mandates:

a) whose names appear as Beneficial owners as at the end of
business hours on 26^th June, 2026 in the list of Beneficial
Owners to be furnished by National Securities Depository
Limited and Central Depository Services (India) Limited in
respect of the shares held in electronic form; and

b) whose names appear as members in the Register of
Members of the Company as on 26^th June, 2026 in respect
of shares held in physical form.

CHANGE IN NATURE OF BUSINESS

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

The paid-up equity share capital outstanding as on
31^st March, 2026 was Rs.72.21 Crore. During the year under
review, the Company has neither issued Shares with Differential
Voting Rights nor granted Stock Options nor Sweat Equity.

As on 31st March, 2026 none of the Directors of the Company
held any Equity Shares except Mr. Ashok Chaturvedi, Chairman
& Managing Director who held 5,02,533 (Five Lac Two Thousand
Five Hundred Thirty Three) Equity Shares of the Company.

FIXED DEPOSITS

The company neither had any fixed deposits outstanding as on
31st March 2026 nor fresh/renewal of deposits were accepted
during the financial year 2025-2026. There were no unclaimed
deposits as on 31st March, 2026.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Section 149 of the Companies Act, 2013 (“The Act”)
read with Regulation 25 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, (“Listing Regulations”) as amended,
the Shareholders of the Company, by way of their Special
Resolutions passed in the 36^th Annual General Meeting of the
Company held on 28^th August, 2025, have re-appointed Mr. Sujit
Kumar Varma (DIN: 09075212), Mr. Ghyanendra Nath Bajpai
(DIN: 00946138) and Mrs. Rashmi Verma (DIN: 01993918) as
Independent Director(s) of the Company for their respective
second term of 5 (Five) consecutive years each, commencing
from 14^th February, 2026, 17^th April, 2026 and 26^th May, 2026
respectively.

Further, the first term of Mr. Paresh Nath Sharma (DIN :
00023625), as an Independent Director of the Company will
expire on 10^th February, 2027. The Board of the Director of
the Company, on the recommendation of the Nomination &
Remuneration Committee, has proposed the re-appointment
of Mr. Paresh Nath Sharma (DIN : 00023625) as an Independent
Director of the Company for a second term of 5(five) years
commencing from 11^th February, 2027, for the approval of the
Shareholders at the ensuing Annual General Meeting of the
Company.

Further, in accordance with the provisions of Section 152 of the
Companies Act, 2013 read with the Articles of Association of the
Company, Mr. Ashok Chaturvedi (DIN : 00023452) Chairman &
Managing Director of the Company, who retires by rotation at
the forthcoming Annual General Meeting, being eligible offers
himself for re-appointment.

None of the Directors of the Company is disqualified under the
provisions of the Act or the Listing Regulations.

All Independent Directors of your Company have given
declarations confirming that they meet the criteria of
Independence as prescribed both under the Act and the
Listing Regulations. Further, in the opinion of the Board, all the
Independent Directors of the Company are persons of integrity,
expertise, proficiencies and relevant experiences.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

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

DIRECTORS’ RESPONSIBILITY STATEMENT

On the basis of representations received from the Executives
of the Company, subject to disclosures in the Annual Accounts
and also on the basis of the discussions with the Statutory
Auditors/Internal Auditors of the Company from time to time,
your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual accounts for the
year ended 31st March, 2026, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

b. that the Company has selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as
at 31st March, 2026 and of the Profit of the Company for
the year ended on that date;

c. that proper and sufficient care has been taken for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

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

e. that proper Internal Financial Controls were in place
and that the financial controls were adequate and were
operating effectively.

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

The Company’s Internal Auditors conducted periodic audits to
provide reasonable assurance that the Company’s established
policies and procedures are followed.

STATUTORY AUDIT & AUDITORS

The Report given by M/s. Vijay Sehgal & Co., Chartered
Accountants, Delhi (Firm Registration No.000374N) & M/s. Lodha
& Co LLP, Chartered Accountants (FRN 301051E/E300284),
Joint Statutory Auditor(s) on the financial statements of the
Company for the year 2025-26 is part of the Annual Report.
There is no qualification, reservation or adverse remark or
disclaimer in their Report.

During the year under review, the Auditors had not reported
any matter under section 143(12) of the Act, therefore, no
details are required to be disclosed in the Board Report.

The Report of the Auditors on the financial statements including
relevant notes on the accounts for the Financial Year ended
31st March, 2026 are self-explanatory and therefore, do not call
for any further comments.

COST AUDITORS

As per the requirements of the Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014
as amended from time to time, your Company is required to
maintain cost records and accordingly, such accounts are
made and records maintained every year.

The Board of Directors of your Company has re-appointed
M/s. Jitender, Navneet & Co., Delhi, Cost Accountants (Firm
Registration No.00119) as Cost Auditors of the Company for
the financial year 2026-2027 at a remuneration of Rs.26.25 Lacs
(Rupees Twenty Six Lacs and Twenty Five Thousand only) plus
taxes as applicable and reimbursement of travel and out-of
pocket expenses in connection with the Cost Audit.

The Cost Audit Report for the Financial Year ended 31st
March, 2025 was duly filed with the Central Government
on 9^th September, 2025. The report does not contain any
qualifications, reservations or adverse remarks.

SECRETARIAL AUDITORS

At the 36th Annual General Meeting of the Company held on 28th
August, 2025, Mr. Mahesh Kumar Gupta, Proprietor M/s Mahesh
Gupta & Co., Company Secretaries (FCS No. 2870, CP No. 1999,
Peer Review No. 6470/2025) was appointed as Secretarial
Auditors of the Company for a term of five consecutive years
from the Financial Year 2025-2026 onwards.

In compliance with the provisions of Section 204 of the
Companies Act, 2013, and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Secretarial Audit Report, as submitted by the Secretarial
Auditors, is annexed to this Report as ANNEXURE- ‘A’. The
report does not contain any qualifications, reservations or
adverse remarks.

SUBSIDIARY COMPANIES

Flex Middle East FZE, UAE, UFlex Europe Limited, UK, UFlex
Packaging Inc., USA, UPET Holdings Limited, Mauritius, LLC,
Flex Chemicals Private Limited, Russia, Flex Egypt Industries
LLC, (Egypt) (w.e.f. 23rd April, 2025), Flex International, LLC,
Qatar (w.e.f. 15th May, 2025), USC Holograms Pvt. Ltd., India
& Uflex Charitable Foundation are Subsidiary Companies u/s
2(87) of the Companies Act, 2013.

Further, Flex Americas S.A. De C.V., Mexico , Flex P. Films (Egypt)
S.A.E, Arab Republic of Egypt, Flex Films (USA) Inc. , USA, Flex
Films Europa Sp. Zo.o., Poland, UPET (Singapore) Pte. Limited,
Singapore, Flex Films Africa Private Limited, Nigeria, Flex
Films Rus, LLC, Russia, Flex Specialty Chemicals (Egypt) S.A.E.,
Egypt, Flex Foils Bangladesh Private Limited, Bangladesh, Flex
Films Europa Korlatolt Feleossegu Tarsasag, Hungary, Flex Pet
(Egypt) S.A.E., Egypt, Plasticfix Europa Spolka Z Organiczona
Odpowiedzialnoscia, Poland, Flex Americas Brasil Ltda, Brazil,
Uflex Woven Bags, S.A. DE C.V., Mexico, Flex Asepto (Egypt)

S.A.E., Egypt, Flex FME Pte. Ltd., Singapore and Flex Films
AZB AFEZCO., Azerbaijan are step-down subsidiaries of the
Company. Digicyl Pte. Limited, Singapore and Digicyl Limited,
Israel are Joint Venture of the Company.

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

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are
prepared in accordance with relevant Indian Accounting
Standards issued by the Institute of Chartered Accountants of
India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with
Rule 5 of the Companies (Accounts) Rules, 2014, a statement
containing salient features of the financial statements of
Subsidiaries/Associate Companies/Joint Ventures is given at
Note No. 52 of the Consolidated Financial Statements in Form
AOC-1 and thus forms an integral part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of
Companies Act, 2013, your Company has a Corporate Social
Responsibility (“CSR”) Committee comprised of Mr. Jeevaraj
Gopal Pillai (DIN: 10381118), as the Chairperson, Mr. Paresh
Nath Sharma (DIN : 00023625) and Mrs. Rashmi Verma (DIN:
01993918), as Members. The terms of reference of the CSR
Committee are provided in the Corporate Governance Report.
Your Company has also formulated a Corporate Social
Responsibility Policy (CSR Policy) which is available on the
website of the Company at https://www.uflexltd.com/pdf/
Policies/Uflex-CSR-Policy.pdf.

The Annual report on CSR activities and initiatives taken as
required under the Companies (Corporate Social Responsibility
Policy) Rules, 2014 has been appended as ANNEXURE -‘B’ and
forms integral part of this Report.

Your Company considers social responsibility as an integral
part of its business activities and endeavors to utilize allocable
CSR budget for the benefit of the society and environment.
During the year, two meetings of the CSR Committee were held
on 14^th May, 2025 and 31^st October, 2025 respectively. All the
Members attended the said Meetings. Further, for the Financial
Year 2025-26, the Company was to undertake CSR activities
of an amount aggregating to Rs.576.02 Lacs. However, the
Company has spent an amount of Rs.456.25 Lacs during the
year and an amount of Rs.119.80 Lacs was transferred to CSR
unspent account with Schedule Bank within 30 days from the
close of financial year as per provisions of section 135(6) of the
Companies Act, 2013 for meeting CSR activities for ongoing
project.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance
with the provisions of Corporate Governance as prescribed
under Listing Regulations with the Stock Exchanges.

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

DISCLOSURE UNDER COMPANIES ACT, 2013

(i) Annual Return

The Draft Annual Return of the Company as on
31st March, 2026 is available on the Company’s website
and can be accessed at https://www.uflexltd.com/pdf/
Extract-Annual-Return/UFLEX-Annual-Return-2025-2026.
pdf.

(ii) Meetings

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

(iii) Composition of Audit Committee

The Board has constituted an Audit Committee, which
comprises of Mr. Paresh Nath Sharma (DIN: 00023625) as
the Chairperson, Mr. Jeevaraj Gopal Pillai (DIN: 10381118),
Mr. Sujit Kumar Varma (DIN: 09075212) and Mrs. Rashmi
Verma (DIN: 01993918), as Members. More details about
the Committee are given in the Corporate Governance
Report appended hereto.

(iv) Related Party Transactions

All related party transactions are negotiated on an arm’s-
length basis. However, suitable disclosure has been made
in the notes to the Financial Statements.

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

(v) Particulars of Loans, Guarantees and Investments

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

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

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

Significant and Material Orders passed by the Regulators or
Courts

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

INTERNAL FINANCIAL CONTROLS

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

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

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

To meet this objective, a Whistle Blower Policy in in place.
The said policy as approved by the Board is uploaded on the
Company’s website www.uflexltd.com at web-link https://
www.uflexltd.com/pdf/Policies/Uflex-Whistle-Blower-Policy.
pdf

BOARD EVALUATION

Pursuant to the Provisions of the Act and under Listing
Regulations, the Board has carried out an Annual Performance
Evaluation of its own performance and that of its Committees
and all the Directors individually.

The evaluation of Non-Independent Directors, Chairman and
the Board as a whole was done at a separate meeting by the
Independent Directors.

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

Your Company has in place an Internal Complaints Committee
(ICC) to redress complaints received regarding sexual
harassment. No complaints were received from any employee
during the financial year 2025-2026 and hence no complaint is
outstanding as on 31st March, 2026 for redressal.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company fully adheres to all requirements of the Maternity
Benefit Act, 1961, ensuring compliance with its provisions for
eligible employees.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING
THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments that
have occurred, between the end of the financial year of the
Company i.e. 31st March, 2026 and the date of this report
affecting the financial position of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD
AND ANNUAL GENERAL MEETINGS

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

RISK MANAGEMENT

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

POLICY ON REMUNERATION

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

PARTICULARS OF EMPLOYEES

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

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo stipulated
under Section 134(3)(m) of the Companies Act, 2013 read with

Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed as
ANNEXURE - ‘F’.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

DIVIDEND DISTRIBUTION POLICY

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

AWARDS

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

PERSONNEL

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

ACKNOWLEDGEMENT

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

For & On behalf of the Board

Ashok Chaturvedi

Place : NOIDA Chairman & Managing Director

Dated : 30^th May, 2026 DIN : 00023452