Equity Analysis

TO THE SHAREHOLDERS

To,

The Members,

M/s Purv Flexipack Limited

Your Directors have pleasure in presenting herewith their 19^th Annual Report together with the Audited Statement of Accounts of your Company for the Year ended March 31, 2024.

The Company?s financial performance for the year ended 31^st March, 2024 is summarized below:

During the year under review, the company registered a decrease in revenue amounting to Rs. 10,374.54 Lakhs as compared to Rs. 15,703.33 Lakhs in the previous financial year 2022-23. The Company also witnessed a decrease in Profit before Tax amounting to Rs. 460.91 Lakhs as compare to Rs. 738.24 Lakhs in the financial year 2022-23. For the financial year 2023-24, the Profit after Tax (PAT) was Rs. 383.15 as compared to Rs. 582.83 during the previous financial year 2022-23.

Consolidated Financial Performance:

During the Year under review, your company has consolidated turnover of Rs. 25,417.71 Lakhs as compared to Rs. 33,317.44 Lakhs in the previous financial year 2022-23. Profit before Tax was Rs. 1,000.63 Lakhs as compared to Rs. 1,518.92 Lakhs in the previous financial year 2022-23.

Profit after Tax Rs. 749.16 Lakhs as compare to Rs. 1,153.76 Lakhs in the previous financial year 2022-23.

Considering the financial requirements for expansion of the business of the Company, your directors do not recommend any dividend for the year under review.

The Company has not transferred any amount to General Reserve during the current year.

There is no change in the nature of business during the financial year 2023-24.

DEPOSITS:

The company has not accepted any deposits from public as covered under Section 73 of Chapter V (Acceptance of Deposits by Companies) of the Companies Act, 2013.

As of March 31, 2024, the Company's Board of Directors consists of five members, including two Independent Directors. Mr. Rajeev Goenka is the Chairman of the Company. The composition of the Board is in compliance with the Companies Act, relevant rules, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR).

Mr. Vanshay Goenka: The designation of Mr. Vanshay Goenka was changed from Director to Managing Director, w.e.f September 1, 2023, as per the resolution passed in the General Meeting.

Mrs. Poonam Goenka: The designation of Mrs. Poonam Goenka was changed from Director to Whole Time Director, w.e.f September 1, 2023, as per the resolution passed in the General Meeting.

Mr. Rajeev Goenka: The designation of Mr. Rajeev Goenka was changed from Executive Director to Non-Executive Director, w.e.f August 9, 2023, as per the resolution passed in the Board Meeting.

Mr. Lokesh Nahata is the Chief Financial Officer and Ms. Shivani Marda is the Company Secretary and Compliance Officer of the company during the financial year under review.

In terms of Section 152 of the Companies Act, 2013, Mr. Rajeev Goenka (DIN: 00181693), Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for re-appointment. Brief profile of Director seeking Appointment/Reappointment is given as annexure to the Notice of AGM.

The Board confirms that none of the Directors of the Company is disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and necessary declaration has been obtained from all the Directors in this regard.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013 read with schedules and rules issued thereunder. They have also confirmed that they meet the requirements of "Independent Director" as mentioned under Regulation 16(1)(b) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

Pursuant to Data Bank Notification relating to IICA dated 22^nd October, 2019 Companies (Accounts) Amendments Rules, 2019, Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, all the existing Independent Directors have registered themselves with Indian Institute of Corporate Affairs.

There was no change in the Authorized Share Capital, which remains at Rs. 22,00,00,000/-, comprising 2,20,00,000 shares with a face value of Rs. 10 each.

During the year under review, the Company issued shares as follows:

On December 22, 2023, through a Private Placement, the Company alloted 12,00,000 Equity Shares with a face value of Rs. 10 each.

On March 2, 2024, the Company alloted 56,64,000 shares with a face value of Rs. 10 each through an Initial Public Offer (IPO) at an issue price of Rs. 71/- (including a Share Premium of Rs. 61/- per Equity Shares).

As a result, the Authorized Share Capital of the Company stands at Rs. 22,00,00,000/-. The Issued, Subscribed, and Paid-up Share Capital as of March 31, 2024, is Rs. 20,98,27,500 consisting of 2,09,82,750 Equity Shares of Rs. 10 each, fully paid-up. The paid-up equity shares capital of the company as at 31^st March, 2024 is Rs. 20,98,27,500/- (Rupees Twenty Crore Ninety-Eight Lakhs and Twenty-Seven Thousand and Five Hundred only) out of the total paid up share capital of the company, 67.29% is held by promoters and promoter?s group in fully dematerialized form and remaining balance of 32.71% is held by Public (persons other than promoter and promoter group). All the shares are in dematerialized form. During the year under review, the company has neither issued shares with differential rights as to dividend, voting or otherwise nor has issued any shares pursuant to stock option or sweat equity under any scheme. Further, none of the directors of the company holds investment convertible into equity shares of the company as at 31^st March, 2024.

Cool Caps Industries Limited (L27101WB2015PLC208523) is the subsidiary of Purv Flexipack Limited.

In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company, which forms part of the Annual Report. Pursuant to the aforesaid provisions of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company?s subsidiaries in form AOC-1 is attached herewith as "Annexure –I" to the financial statement of the Company. The statement also provides the details of performance and financial position of the subsidiaries of the Company.

The Company does not have any joint venture or Associate Company.

During the Financial Year 2023-24, Thirty numbers of Board Meetings were held, details of which are given below:

Frequency and Quorum at these Meetings were in conformity with the provisions of the Companies Act, 2013 and the "Listing Regulation" and the listing agreements entered into by the company with the Stock Exchange. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The Board of Directors has constituted three Committees, viz.;

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders? Relationship Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Annexure-II.

The Company?s Independent Directors held their meeting on January 19, 2024, without the attendance of Non-Independent Directors and members of the management. All Independent Directors were present at the meeting.

DIRECTORS APPOINTMENT, REMUNERATION AND ANNUAL EVALUATION:

The Company has devised a Policy for Directors? appointment and remuneration including criteria for determining qualifications, performance evaluation and other matters of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of both non-executive directors and executive directors.

The Company's Nomination & Remuneration policy which includes the Director's appointment & remuneration and criteria for determining qualifications, positive attributes, independence of the Director & other matters is available on the website of the Company at the link www.purvflexipack.in

Throughout the year, Mr. Vanshay Goenka, the Managing Director of the Company, received salary of Rs. 24,00,000 per annum (Rs. 2,00,000 per month). Mrs. Poonam Goenka, the Whole-Time Director, receives a salary of Rs. 7,00,000 per annum (Rs. 1,00,000 per month for seven months from September 1, 2024, to March 31, 2024).

DIRECTOR?S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirm that:

(i) In the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of financial year and the Profit of the Company for the year ended on that date;

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) The Directors have laid down internal financial controls to be followed by the Company, which are adequate and operating effectively; and

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

STATUTORY AUDITORS:

M/s. Keyur Shah & Associates, Chartered Accountants, Ahmedabad, (FRN 333288W) appointed as Statutory Auditors of the Company to hold office for a period of five year from the conclusion of 18^th Annual General Meeting held in 2023 till the conclusion of the 23^rd Annual General Meeting to be held in 2028 and as required under the provisions of Section 139 of the Companies Act, 2013, the company has obtained a written consent and certificate from the above mentioned Auditors to the effect that they confirm with the limits specified in the said Section and they had also given a Certificate of eligibility stating that they are not disqualified for appointment within the meaning of Section 141 of Companies Act, 2013.

Further, in accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The report of the Statutory Auditors along with notes to financial statements is enclosed to this report. The Notes on financial statement referred to in the Auditors? Report are self-explanatory and do not call for any further comments. The Auditors? Report does not contain any qualification, reservation or adverse remark.

Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), M/s K. Bothra & Associates, Company Secretary in Practice (Membership No. 37452, COP No. 15159), Kolkata has been appointed by the board as a secretarial auditor of the company for the Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year ended 31^st March, 2024 is attached herewith as

Annexure-III.

Central Government has notified rules for Cost Audit and as per new Companies (Cost Records and Audit) Rules, 2014 issued by Ministry of Corporate Affairs, Cost audit report for the FY 2023-24 is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The Company has given loans, made Investment, given guarantee and securities during the year under review with compliance of provisions of section 186 of Companies Act, 2013.

Details of loans, guarantees and investments as on 31.03.2024 are disclosed herewith.

Details of Loans Given as follows, which are repayable on demand:

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year ended 31^st March, 2024 were on an arm?s length basis and were in the ordinary course of business.

Further, significant related party transactions during the year under review made by the Company with Promoters, Directors, our Group Companies or other designated persons which may have a potential conflict with the interest of the Company at large is disclosed in Form AOC-2 is attached herewith as "Annexure – IV". However, the disclosure of transactions with related party for the year, as per Accounting Standard -18 Related Party Disclosures is given in Note No. 31 to the Balance Sheet as on 31^st March, 2024.

RISK MANAGEMENT POLICY:

The Listing Regulations required that all listed Companies shall lay down the procedure towards risk assessment. It also requires that the Company must frame, implement and monitor the risk management plan of the Company. To overcome this and as per the requirement of Section 134(3)(n) of the Companies Act, 2013 read with the rules made there under, if any, Board has framed a Risk Management Policy to oversee the mitigation plan including identification of element of risk, for the risk faced by the Company, which in the opinion of the Board may threaten the existence of the Company. The objective of the policy is to make an effective risk management system to ensure the long-term viability of the Company?s business operations.

Although the Company has adopted the policy regarding the assessment of the risk and its updates are provided to the senior management of the Company the process for the mitigation of the risk is defined under the risk management policy of the company which are available for the access on our website www.purvflexipack.in.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

In accordance with the provisions of section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

Your company is committed to environmental sustainability and energy efficiency. As a distributor of various plastic-based products, including Biaxially Oriented Polypropylene (BOPP) film, Polyester Films, Cast Polypropylene (CPP) films, plastic granules, inks, adhesives, masterbatches, ethyl acetate, and titanium dioxide, we recognize the importance of reducing energy consumption in our operations. The following measures have been implemented to ensure effective energy conservation:

We have upgraded our facilities with energy-efficient lighting systems and modernized equipment to minimize electricity usage.

We continually assess and optimize our logistics and supply chain processes to reduce fuel consumption and greenhouse gas emissions. This includes the efficient management of transportation and warehousing.

Regular maintenance schedules for all machinery and equipment help in ensuring their optimal performance and energy efficiency.

Our staff is trained on energy conservation practices and encouraged to participate in initiatives aimed at reducing energy consumption.

Your company is dedicated to the absorption and implementation of advanced technologies to enhance our operational efficiency and product quality. Key aspects of our technology absorption strategy include:

We actively integrate the latest technology in warehousing and distribution operations to streamline processes and improve accuracy.

We collaborate with technology providers to stay updated on the latest advancements and incorporate relevant technologies into our operations.

Our employees receive continuous training on new technologies and systems to ensure effective implementation and utilization.

We invest in research and development activities to explore and absorb innovative technologies that can benefit our product distribution and management processes.

The Company has in all material respects, an adequate Internal Financial Control System over Financial Reporting and such Internal Financial controls over financial reporting were operating effectively.

The company has proper and adequate system of Internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The company has effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws.

The Equity shares of the Company are listed on SME Emerged Platform of National Stock Exchange of India Limited. The Company is regular in payment of Annual Listing Fees and other compliance fees.

In pursuit of our growth and expansion strategy, the company successfully conducted an Initial Public Offering (IPO) during the financial year. The in-principle approval for the IPO was secured from the National Stock Exchange (NSE) on November 22, 2023. The IPO was open for subscription from February 27, 2024, to February 29, 2024.

The company issued a total of 56,64,000 equity shares with a face value of Rs. 10 each at an issue price of Rs. 71 per share. This issuance included the allotment of 15,16,800 shares to Anchor Investors, underscoring significant institutional interest and trust in the company's potential.

The shares were allotted on March 2, 2024, and the company was successfully listed on the NSE Emerge platform on March 5, 2024, following the execution of the listing agreement. This IPO represents a significant milestone, providing the necessary capital to drive our expansion plans and enhance shareholder value through our listing on the NSE Emerge platform.

During the financial year, the company successfully completed a private equity allotment to strengthen its capital base and support future growth initiatives. On December 22, 2023, the company allotted 12,00,000 equity shares of face value of Rs. 10 each, at a price of Rs. 71/- per shares (including share premium of Rs. 61/- per Equity Shares). This allotment raised a total consideration of Rs. 8,52,00,000. The shares were allotted to 41 shareholders who have been instrumental in supporting the company?s growth strategy. The funds raised through this private equity issuance will be utilized to enhance the company's operations and fund strategic expansion projects.

The Company has taken credit rating from M/s. CARE Ratings Limited vide credit rating report dated May 22, 2023 which is as under:

During the financial year 2023-24, no significant change has taken place which could have an impact over the financial position of the Company. Further, except those disclosed in this Annual Report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year i.e., 31^st March, 2024 and the date of this Report.

The company has efficiently built up its internal vigil mechanism to effectively manage breach of conduct, abuse containments, financial irregularities, sensitive information sharing other than for legitimate purposes, unethical or unfair business practices in regard to mala-fide manipulation of the business processes as per SOP (internal /external). Your directors have adopted a Vigil Mechanism/Whistle Blower Policy. The Policy has been posted on the website of the company and is available at www.purvflexipack.in. None of the company?s personnel have been denied access to the Audit Committee. During the year under review nothing has been reported under the policy. The Whistle Blower Policy of the Company can be accessed on the website of the Company www.purvflexipack.in.

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company?s operations in future.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013

The Company has adopted zero tolerance for sexual harassment at the workplace and has formulated a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act? 2013 during the year under review.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-V to this Report.

In compliance with Section 135 of the Act, the Company has undertaken CSR activities, projects and programs as provided in the CSR policy of the Company and as identified under Schedule VII of the Act and excluding activities undertaken in pursuance of its normal course of business. The Corporate Social Responsibility (CSR) Policy formulated by the Company is available at the website of the company at www.purvflexipack.in. The policy encompasses the philosophy of the Company for delineating its responsibility as a corporate citizen and lays down the guideline and mechanism for undertaking socially useful programs for welfare of the community at large and for under privileged community in the area of its operation in particular.

The Annual Report on CSR containing salient features of the CSR Policy, details of activities, and other information as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in Annexure VI attached to this Report. The CSR Policy may be accessed on the Company?s website at www.purvflexipack.in

The Management Discussion and Analysis Report has been furnished herewith to Board?s Report as

Annexure- VII.

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

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force.

There were no qualifications, reservations, adverse remarks or disclaimers made by Statutory Auditors of the Company in their Audit Report.

The Company accords the highest priority to Environment, Health and Safety. The management is constantly reviewing the safety standards of the employees and the management believes in the concept of sustainable development.

Since the Company is listed on SME Emerge Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 (" LODR") the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, Corporate Governance Report does not form part of this Annual Report.

The Business Responsibility and Sustainability Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, is not applicable on the company for the Financial Year ended 31^st March, 2024.

a. The Company had no scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/Directors. b. The Company has not entered into any one-time settlement proposal with any Bank or financial institution during the year. c. As per available information, no application has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 nor are any proceedings thereunder pending as on 31st March, 2024. d. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year. e. All the assets of the company are adequately insured and the company has developed proper system for taking insurance on all its insurable assets in order to mitigate the risk.

Your Directors would like to express their appreciation for assistance and co-operation received from the Banks, Customers, Vendors and members during the year under review. Your Directors also wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment which has enabled the Company to march ahead.