To the Members,
Your Directors have the pleasure of presenting the 37th
Annual Report together with the Standalone & Consolidated Audited Financial Statements
of the Company for the Financial Year ended 31st 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:
| Particulars |
Consolidated Year Ended |
Standalone Year Ended |
|
2026 |
2025 |
2026 |
2025 |
| Revenue from Operations |
15,400.52 |
15,036.09 |
7,778.47 |
7,724.74 |
| Other Income |
112.47 |
163.18 |
75.86 |
84.86 |
| Total Income |
15,512.99 |
15,199.27 |
7,854.33 |
7,809.60 |
| Profit before Finance Cost, Depreciation & Tax |
1983.59 |
1834.34 |
935.99 |
928.67 |
| Finance Cost |
777.19 |
698.07 |
377.95 |
334.81 |
| Depreciation |
787.11 |
694.87 |
345.51 |
320.04 |
| Profit before Exceptional Items and Tax |
419.29 |
441.40 |
212.53 |
273.82 |
| Exceptional Items |
(19.05) |
(177.78) |
(19.05) |
0.00 |
| Profit before Tax and after Exceptional Items |
400.23 |
263.62 |
193.48 |
273.82 |
| Less: Tax Expenses |
72.24 |
105.74 |
45.46 |
59.37 |
| Profit after Tax |
327.99 |
157.88 |
148.02 |
214.45 |
| Share in Profit / (Loss) of Associate for the Year |
(14.99) |
(15.32) |
' |
|
| Share in (Loss) of Joint Venture for the Year |
3.95 |
(0.20) |
-- |
-- |
| Profit for the year before Noncontrolling Interest |
316.95 |
142.36 |
148.02 |
214.45 |
| Non-Controlling Interest |
0.14 |
(0.04) |
-- |
-- |
| Profit for the year |
317.10 |
142.32 |
148.02 |
214.45 |
| Total Other Comprehensive Income for the Year |
430.63 |
36.40 |
1.77 |
(3.57) |
| Total Comprehensive Income for the Year |
758.63 |
194.28 |
149.79 |
210.88 |
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 31st 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 26th 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 26th 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 31st
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 36th Annual General Meeting of the Company held on 28th
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 14th February, 2026, 17th April, 2026 and 26th
May, 2026 respectively.
Further, the first term of Mr. Paresh Nath Sharma (DIN : 00023625), as
an Independent Director of the Company will expire on 10th 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 11th 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 9th 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
14th May, 2025 and 31st 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 longterm 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 .
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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.
