N. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS
A provision is recognized, if as a result of past event the company has present legal or constructive obligations that is reasonably estimable and it is probable that an outflow of economic benefits will be required to settle the obligation. Contingent liabilities are disclosed for possible obligations arising out of uncertain events not wholly in control of the company.
Contingent assets are not recognized in the financial statements. However, due disclosures are made in the financial statements for the contingent assets, where economic benefits is probable and amount can be estimated reliably.
O. FOREIGN CURRENCY TRANSACTIONS
Functional Currency
The Company’s functional currency is Indian Rupees. The financial statement of the company is presented in Indian rupees rounded off to nearest lacs.
Transaction and Translations
Transactions in currency other than Indian Rupees are recorded at the rate, as declared by the custom authority / inter-bank rates, ruling on the date of transaction.
Unsettled Foreign currency denominated monetary assets and liabilities, as at the balance sheet date, are translated using the exchange rates as at the balance sheet date. The gain or loss resulting from the translation is recognized in the statement of profit & loss. Non-monetary assets and non-monetary liabilities denominated in foreign currency and measured at cost are translated at the exchange rate at the date of the transaction. Non-monetary assets and non-monetary liabilities denominated in foreign currency and measured at fair value are translated at the date when the fair value is determined. Transaction gain or losses realized upon settlement of foreign currency transaction are included in determining the net profit for the period in which transaction is settled.
Exchange difference arises on settlement / translation of foreign currency monetary items relating to acquisition of property, plant & equipment till the period they are put to use for commercial production, are capitalized to the cost of assets acquired and provided for over the useful life of the property, plant & equipment.
P. LEASESThe Company as a Lessee
The Company’s lease asset classes primarily consist of leases for land, rental properties, equipment and vehicles. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.
At the date of commencement of the lease, the Company recognizes a right-of-use (ROU) asset and a corresponding lease
liability for all lease arrangements in which it is a lessee, except for leases with a term of 12 months or less (short-term leases) and low value leases. For these short-term and low-value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities include these options when it is reasonably certain that they will be exercised. The ROU assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs, less any lease incentives and any unrealized profit on self constructed assets. They are subsequently measured at cost less accumulated depreciation and impairment losses. ROU assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. ROU assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in¬ use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.
The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates of the Company. Lease liabilities are remeasured with a corresponding adjustment to the related ROU asset if the Company changes its assessment of whether it will exercise an extension or a termination option. Lease liability and ROU assets have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.
For Short Term Leases and leases for which underlying asset is of low value, Lease payments are recognized as an expense on a straight line basis over the lease term.
The Company as a lessor
Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.
For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.
Q. BORROWING COST
Borrowing costs are interest and other costs (including exchange differences relating to foreign currency borrowings to the extent they are regarded as an adjustment to interest costs) incurred in connection with the borrowing of funds. Borrowing costs directly attributable to the acquisition or construction of qualifying /eligible assets, intended for commercial production are capitalized as part of the cost of such assets. All other borrowing costs are recognized as an expense in the year in which they are incurred.
R. OPERATING SEGEMENTS
Operating segments are defined as components of the Company: (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Company),(b) whose operating results are regularly reviewed by the Company’s designated individual chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (c) for which discrete financial information is available. Management has chosen to organise the Company, around differences in business activities/ customer base/ products belonging to different industry, having different economic characteristics and not on the basis of geographical areas, looking to the practical impediments. Accordingly, the Company has identified following reportable segments, viz. Flexible packaging activities, Engineering activities and others (Unallocable). All directly attributable revenue and expenses and expenses which can be allocated to segments, are reported under each reportable segment. All other expenses which are not attributable or allocable to segments, are shown under Other (Unallocable). Company has identified assets and liabilities to each reportable segment.
S. STANDARDS (INCLUDING AMENDMENTS) ISSUED BUT NOT YET EFFECTIVE
The amendments to the standards that are notified by the Ministry of Corporate Affairs (MCA), but not yet effective, up to the date of issuance of the Company’s financial statements are disclosed below. The Company will adopt these amendments to the standards, when they become effective.
Amendments to Ind AS 1- Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants and Ind AS 10- Events after the Reporting Period has been amended to remove the previous treatment under which a lender’s post reporting date waiver granted before the financial statements were approved for issue of a breach of a material covenant in a long term loan arrangement that occurred on or before the end of the reporting period, resulting in the liability becoming payable on demand at the reporting date, was regarded as an adjusting event.
For annual reporting periods beginning on or after 1 April,2026, any breach of a covenant whether material or immaterial occurring on or before the reporting date will, in accordance with Ind AS 1, require the related liability to be classified as current, unless the lender has granted a waiver of the breach on or before the reporting date and has agreed not to demand repayment for at least 12 months after the reporting date as a
consequence of the breach. Such a waiver shall be treated as an adjusting event.
The amendments are effective for annual reporting periods beginning on or after 1 April 2026 retrospectively in accordance with Ind AS 8. The Company has evaluated the amendment and there is no impact on its financial statement.
13: SHARE CAPITAL A AUTHORISED
The Company's authorised Capital is of Rs. 34,000.00 Lacs (Previous Year Same) distributed into 1,90,00,000 (Previous Year Same) Preference Shares of Rs.100/- each and 15,00,00,000 (Previous Year Same) Equity Shares of Rs. 10/- Each.
B ISSUED, SUBSCRIBED & PAID-UP
The Issued and Subscribed Capital of the Company as at 31st March 2026 is of Rs. 7,228.42 Lacs, represented by 7,22,84,187 Equity Shares (Including 72,701 Equity Shares forfeited) of Rs. 10/- each and the paid-up Capital as at 31st March 2026 is of Rs.7,221.15 Lacs, represented by 7,22,11,486 Equity Shares of Rs. 10/- each . The reconciliation of the Equity Share Capital of the Company is given as under:
C RESTRICTION ON VOTING RIGHTS
The Company has only one class of issued equity share capital as on the date of the balance sheet and each holder of equity share is entitled for one vote per share and right to receive the dividend, if any, declared on the equity shares.
D DIVIDEND
The Board of Directors of the Company has recommended a final dividend of Rs.3.00 (Previous Year Rs.3.00) per share, aggregating to Rs.2166.34 Lacs (Previous Year Rs. 2166.34 Lacs) for the financial year ended 31 March 2026, subject to the approval of the Shareholders in their ensuing Annual General Meeting.
Capital Reserve
This includes Rs. 10,288.18 Lacs towards amount of warrant application money forfeited by the Company in the past on non exercise of option by the warrant holders to convert the warrants into Equity Shares and Rs. 89.58 Lacs towards amount received on Equity Shares Forfeited by the Company in the past.
Securities Premium
Securities Premium was created consequent to issuance of shares at Premium. These reserves can be utilized in accordance with the provisions of Section 52 of the Companies Act, 2013.
38: DEFINED BENEFIT PLAN a) Gratuity
The Employees’ Group Gratuity Scheme is managed by ICICI Prudential Life Insurance Company Limited. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The additional disclosure in terms of Ind AS 19 on “Employee Benefits”, is as under:
The expected benefits increases are based on the same assumptions as are used to measure the Company's defined benefit plan obligations as at 31st March 2026. The Company is expected to contribute Rs.1336.48 lacs to defined benefits plan obligations fund for the year ending 31st March 2027.
The significant accounting assumptions are the discount rate and expected salary increases. The sensitivity analysis below have been determined based on reasonable possible changes of the respective assumptions occurring at the end of the reporting period while other assumptions are constant.
If the discount rate increases /(decreases) by 1%, the defined benefit plan obligations would decrease by Rs.699.50 Lacs (increase by Rs.798.36 Lacs) as at 31st March 2026.
If the expected salary growth increases /(decreases) by 1%, the defined benefit plan obligations would increase by Rs.766.78 Lacs (decrease by Rs.689.57 Lacs) as at 31st March 2026.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Further in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the Projected Unit Credit Method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the Balance Sheet.
39: PREVIOUS YEAR FIGURES HAVE BEEN RECASTED / REGROUPED/ RECLASSIFIED, WHEREVER CONSIDERED NECESSARY.
40: The Income Tax Department ("the Department") had conducted a Search activity ("the Search") under Section 132 of the Income Tax Act,1961 on the Company in February 2023 and subsequently has raised demand orders of Rs.41280.99 lacs for the Assessment Years 2020-21, 2021-2022 and 2022-23.
Till the year end the Company has received, in respect of two assessment years, substantial relief from the first appellate authority against the demands so raised by the Assessing Officer. However, the Department has preferred appeal before the Hon'ble ITAT. Further, the company has also filed appeal against the said orders before Hon'ble ITAT and presently the matter is pending adjudication. As stated above, the company has been granted relief and also management is confident about positive outcomes in respect of balance assessment years / issues. Accordingly based on the opinion of an expert and facts available on record, the management believes that it has good case in it's favour.
43: RELATED PARTY DISCLOSURES
(a) List of Related Parties (as per IND AS-24):
i) Subsidiaries : Flex Middle East FZE, Uflex Europe Ltd., Uflex Packaging Inc., UPET Holdings Ltd., USC Holograms (P) Ltd., Flex Chemicals (P) Ltd., Uflex Charitable Foundation, Flex Egypt Industries LLC (Egypt) (w.e.f 23rd April 2025 and Flex International LLC (Qatar) (w.e.f. 15th May 2025)
ii) Step down Subsidiaries : Flex Films Europa Sp. z.o.o, Flex P Films (Egypt) S.A.E., UPET (Singapore) PTE. Ltd., Flex Americas S.A. de C.V., Flex Films (USA) Inc., Flex Films Africa Pvt. Ltd., Flex Films Europa Korlatolt Felelossegu Tarsasag (Hungary), Flex Films Rus LLC (Russia), Flex Foils Bangladesh Pvt. Ltd., Flex Specialty Chemicals (Egypt) S.A.E., PlasticFix Europa Spolka Z Ograniczona Odpowiedzialnoscia (Poland), Flex Pet (Egypt) S.A.E., Flex Americas Brasil Ltda (Brazil), Uflex Woven Bags S.A.de C.V. (Mexico), Flex Asepto Egypt (Egypt), Flex FME Pte. Ltd (Singapore), and Flex Films AZB AFEZCO (Azerbaijan).
iii) Associate : Flex Foods Limited.
iv) Jointly Controlled Entities: Digicyl Pte. Ltd. (Singapore) & Digicyl Ltd. (Israel) being Wholly owned subsidiary of Digicyl Pte. Ltd. (Singapore)
v) Key Management Personnel & their relatives/ HUF : Mr. Ashok Chaturvedi, Chairman & Managing Director (relatives, Mrs. Rashmi Chaturvedi, Mr. Anantshree Chaturvedi, Mr. Apoorva Shree Chaturvedi & Ms. Anshika Chaturvedi), Ashok Chaturvedi (HUF), Mr. JG Pillai, Whole time Director (relative Mrs. Leena Pillai), Mr. Rajesh Bhatia (CFO) (upto 4th February 2026) and Mr. Ritesh Chaudhry (Company Secretary).
vi) Other Related Enterprises : AKC Retailers Pvt. Ltd., Anshika Investments Pvt. Ltd., Anant Overseas Pvt. Ltd., Apoorva Extrusion Pvt. Ltd., Anshika Consultants Pvt. Ltd., A.R. Leasing Pvt. Ltd., A.R.Infrastructures & Projects Pvt. Ltd., AC Infrastructures Pvt. Ltd., Cinflex Infotech Pvt. Ltd., Flex International Pvt. Ltd., Ultimate Infratech Pvt. Ltd., Ultimate Flexipack Ltd., Modern Info Technology Pvt. Ltd., Magic Consultants Pvt. Ltd, Ultimate Battery Pvt. Ltd., A.L.Consultants Pvt. Ltd., Ultimate Cables Pvt. Ltd. and Ultimate Electricals Pvt. Ltd. (upto 22nd September 2025).
(b) Terms and conditions of transactions with related parties
The transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions.
Outstanding balances at the year end are unsecured and settlement occurs in cash except for advances which will be settled
by supplies.
Notes:
(i) Current Liabilities are increased due to increase in the repayment obligations of long term borrowings for the next financial year. This has impacted the net working capital investment which has resulted into change in ratios.
(ii) The ratio has been impacted by the increase in borrowings.
(iii) During the year, profit after tax is lower than the previous year because of higher depreciation and interest charge resulting from the commissioning of the new facilities.
(iv) During the year, the market value of the investment is declined which has resulted into increase in dividend income ratio.
(v) Income from the investment is from the dividend on the 7.5% Cumulative, Non-Participative Redeemable Preference Shares. Some part of the amount is redeemed during the last year and current year as well, which has resulted into lower investment income.
50: On November 21, 2025, the Government of India notified the New Labour Codes consolidating existing Labour Laws. In accordance with Ind AS-19, changes to employees benefit plans arising from legislative amendments are treated as plan adjustments, requires immediate recognition of past service cost in the Statement of profit & loss. The New Labour Codes has resulted in estimated one time increase in the provisions of employees benefits expense of Rs 1,905.25 Lacs which has been recognised in the current year and shown as Exceptional item.
51: PILLAR TWO LEGISLATION
(i) The Group is within the scope of the Organisation for Economic Cooperation and Development (OECD) Pillar Two Model rules. The Group applies the mandatory exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to Ind AS 12 issued in August 2025.
(ii) The Group has performed an assessment of the Group's potential exposure to Pillar Two income taxes.
The assessments of the potential exposure to Pillar Two income taxes is based on the financial statements for the constituents entities in the Group. Based on the assessment, either the group operates in the jurisdiction wherein effective tax rates is above 15% or where the jurisdictions are qualifying for transitional safe harbour. Basis this, the Group does not expect a exposure to Pillar Two income taxes in any jurisdiction.
52: ADDITIONAL DISCLOSURE REQUIRED UNDER SCHEDULE-III OF THE COMPANIES ACT, 2013
i) No proceeding has been initiated or pending against the Company for holding any benami property under the Benami Transaction (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.
ii) The Company has not been declared as wilful defaulter by any bank or financial institution or other lender.
iii) As per information available with the Management, the Company does not have any transaction with companies struck off under Section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956. Further the Company has no relationship with the struck off company.
iv) There was no charge or satisfaction, which is yet to be registered with concerned Registrar of Companies, beyond the period permitted under the Companies Act,2013.
v) The Company is in compliance with the regulation as to the number of layers of companies prescribed under clause (87) of section 2 of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.
vi) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
vii) No funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other person(s) or entity(ies) identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
viii) There's no transaction which has not been recorded in the books of accounts and disclosed or surrendered as income during the year in the tax assessments under the Income Tax Act, 1961.
ix) The Company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.
The credit risk on cash & cash equivalent, investment in fixed deposits, liquid funds and deposits are insignificant as counterparties are banks or mutual funds with high credit ratings assigned by the rating agencies of international repute.
Liquidity Risk
Liquidity Risk arises when the Company is unable to meet its short term financial obligations as and when they fall due.
The Company maintains adequate liquidity in the system so as to meet its all financial liabilities timely. In addition to this, the Company’s overall financial position is strong so as to meet any eventuality of liquidity tightness.
54: FINANCIAL RISKS MANAGEMENT
In the course of business, amongst others, the Company is exposed to several financial risks such as Credit Risk, Liquidity Risk, Interest Rate Risk, Exchange Risk and Commodity Price Risk. These risks may be caused by the internal and external factors resulting into impairment of the assets of the Company causing adverse influence on the achievement of Company’s strategies, operational and financial objectives, earning capacity and financial position.
The Company has formulated an appropriate policy and established a risk management framework which encompass the following process.
- identify the major financial risks which may cause financial losses to the company
- assess the probability of occurrence and severity of financial losses
- mitigate and control them by formulation of appropriate policies, strategies, structures, systems and procedures
- Monitor and review periodically the adherence, adequacy and efficacy of the financial risk management system.
The Company enterprise risk management system is monitored and reviewed at all levels of management, Audit Committee and the Board of Directors from time to time.
Credit Risk
Credit Risk refers to the risks that arise on default by the counterparty on its contractual obligation resulting into financial loss to the company. The Company may carry this Risk on Trade and other receivables, liquid assets and some of the non current financial assets.
In case of Trade receivables, the Company has framed appropriate policy for extending credits period & limit to each customer based on their profile, financial position and their external rating etc. The collections of trade dues are strictly monitored . In case of Export customers, even credit guarantee insurance is also obtained wherever required.
Company’s exposure to Credit Risk is also influenced by the concentration of risk from top five customers. The details in respect of the % of sales generated from the top customer and top five customers are given hereunder.
Interest Rate Risk
Generally market linked financial instruments are subject to interest rate risk. The Company does not have any market linked financial instruments both on the asset side as well liability side. Hence there is no interest rate risk linked to market rates.
However the interest rate in respect major portion of borrowings by the Company from the banks and others are linked with the Benchmark / Base Prime lending rate of the respective lender and in case of foreign currency borrowings, the same is linked with the LIBOR. Any fluctuation in the same either on higher side or lower side will result into financial loss or gain to the company.
The amount which is subjected to the change in the interest rate is of Rs. 4,14,602.21 lacs out of the total debt of Rs. 4,18,155.18 Lacs.
Based on the Structure of the debt as at year end, one percentage point increase in the interest rate would cause an additional expense in the net financing cost of Rs. 4,146.02 Lacs.
Foreign Currency Risk
The Company is exposed to the foreign currency risk from transactions & translation. Transactional exposures are arising from the transactions entered into foreign currency. Management keeps a close watch of the maturity of the financial assets in foreign currency and payment obligations of the financial liabilities.
The carrying amount of the Company's material foreign currency dominated monetary Assets and Liabilities at the end of the reporting period is as below:
Commodity Price Risk
The main raw materials which the Company procures are global commodities and their prices are to a great extent linked to the movement of crude prices directly or indirectly.
The pricing policy of the Company final product is structured in such a way that any change in price of raw materials is passed on to the customers in the final product however, with a time lag which mitigates the raw material price risk.
With regard to the finished products, the Company has been operating in a global competitive environment which continues to keep downward pressure on the prices and the volumes of the products.
In order to combat this situation, the Company formulated manifold plans and strategies to develop new customers & focus on new innovative products. In addition, it has also been focusing on improvement in product quality and productivity. With these measures, Company counters the competition and consequently commodity price risk.
55: The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The primary objective of the Company’s capital management is to maximize the shareholder value. The Company’s primary objective when managing capital is to ensure that it maintains an efficient capital structure and healthy capital ratios and safeguard the Company’s ability to continue as a going concern in order to support its business and provide maximum returns for shareholders. The Company also proposes to maintain an optimal capital structure to reduce the cost of capital.
The management of the Company reviews the Capital structure of the Company on regular basis. As part of this review, the Board considers cost of capital and the risk associated with the movement in the working capital. No changes were made in the objectives, policies or processes for managing capital during the year ended March 31,2026 and March 31,2025.
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