We are delighted to present the 21^st Board Report of BARFLEX POLYFILMS LIMITED together with the
Audited Statement of Accounts and the Auditors’ Report of the Company for the financial year ended,
31st March, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

A. (Standalone)

The Company’s financial performance for the financial years ended March 31, 2026, and March 31, 2025,
is summarized below:

(Standalone) (Amount in lakhs)

FINANCIAL SUMMARY AND HIGHLIGHTS

B. (Consolidated)

The Company’s financial performance for the financial years ended March 31, 2026, and March 31, 2025,
is summarized below:

(Consolidated) (Amount in lakhs)

2. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (I) OF THE COMPANIES ACT. 2013

A. (Standalone)

Note No-3, of the financials can be refereed for the same.

(Amount in lakhs)

Note No-3, of the financials can be refereed for the same.

B. (Consolidated) (Amount in lakhs)

3. FINAL DIVIDEND

The Board of Directors has deemed it prudent not to recommend any dividend for the year ended March
31, 2026.

4. INTERIM DIVIDEND

The Board of Directors of the Company did not recommend any Interim Dividend for the year ended
March 31, 2026.

5. STATE OF COMPANY''S AFFAIRS

Key business developments

The Company has successfully commenced operations at its new manufacturing unit located at Village
Kotla, Tehsil Baddi, District Solan, Himachal Pradesh. This marks another important milestone in our
growth journey and reflects our continued commitment to expanding our manufacturing capabilities and
strengthening our market presence.

The Company has made a capital investment of Rs. 1,911.04 lakh in plant and machinery and other
miscellaneous assets for setting up this facility. The new unit has been established with modern
infrastructure to support efficient manufacturing and future business growth.

The project has also contributed to local employment generation. The unit currently provides direct
employment to 21 persons, of whom 18 are residents of Himachal Pradesh and 3 are from outside
the State, reaffirming our commitment to supporting the local economy and creating meaningful
employment opportunities.

The installed production capacity of the new unit is as follows:

• PVC Films and Sleeve: 50 MT / PA

• Plastic Films and Laminated Pouches: 9,650 MT / PA

This expansion enhances our production capacity, improves our ability to serve customers more
efficiently, and positions the Company to capitalize on future growth opportunities. The Management
remain committed to operational excellence, quality, sustainability, and long-term value creation for all
our stakeholders. And for this particular extension, The Company Management extend sincere gratitude
to shareholders, customers, employees, business partners, financial institutions, and the Government of
Himachal Pradesh for their continued trust, support, and cooperation.

6. FUTURE PROSPECTS

The Board of Directors remains committed to strengthening the Company’s business operations and
enhancing long-term value. To this end, the management has formulated and is actively implementing
strategic initiatives focused on improving operational efficiency, enhancing marketing effectiveness, and
exercising strict cost control.

In the area of marketing, the Company is intensifying its efforts to expand its customer base, strengthen
brand positioning, and secure new business opportunities. Concurrently, measures are being taken to
optimize resource allocation and reduce operational expenditures.

The Board is confident that these initiatives will contribute meaningfully to the Company''s growth
trajectory and help achieve sustained performance in the coming years.

7. COMMENCEMENT OF ANY NEW BUSINESS

During the financial year under review no new business was commenced by the Company.

8. MATERIAL CHANGES AND COMMITMENTS
After 31-03-2026

On 9 April 2026, BARFLEX POLYFILMS LIMITED acquired 100% of the equity share capital of ROHIT
POLY FOAMS PRIVATE LIMITED. Pursuant to the acquisition, ROHIT POLY FOAMS PRIVATE LIMITED

became a wholly owned subsidiary of BARFLEX POLYFILMS LIMITED with effect from 9 April 2026, and
accordingly was not a subsidiary as at 31 March 2026.

The acquisition confers upon BARFLEX POLYFILMS LIMITED full ownership, control, and decision¬
making authority over the operations, management, and strategic direction of ROHIT POLY FOAMS
PRIVATE LIMITED, in accordance with the applicable provisions of the Companies Act, 2013, the
relevant accounting standards, and corporate governance requirements.

9. DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT

There were no revisions made to the financial statements or the Annual Report during the financial year
2025-26.

10. GENERAL INFORMATION

BARFLEX POLYFILMS LIMITED (the Company), (Formerly known as Barflex Polyfilms Private Limited)
having (CIN: L25209DL2005PLC132346), incorporated on January 24, 2005, under the Companies Act,
2013. The registered office of the Company is situated at A-33, Third Floor, FiEE Complex, Okhla
Industrial Area, Ph-2, Near C Lal Chowk, New Delhi, India, 110020.

11. SHARE CAPITAL STRUCTURE OF THE COMPANY:a) Authorized Capital:

Rs. 26,00,00,000/- (Rs. Twenty-Six Crores) divided into 2,60,00,000 Equity Shares of Rs. 10/-
each.

During the year under review, the Company has not made any changes in the Authorised share
capital of the Company.

b) Issued Capital:

Rs. 24,74,90,000/- (Rs. Twenty-Four Crores Seventy-Four Lakhs Ninety Thousand) divided into

2.47.49.000 Equity Shares of Rs. 10/- each.

c) Subscribed and Paid-up Capital:

Rs. 24,74,90,000/- (Rs. Twenty-Four Crores Seventy-Four Lakhs Ninety Thousand) divided into

2.47.49.000 Equity Shares of Rs. 10/- each.

(CHANGES IN SHARE CAPITAL)

During the year under review, there was no increase or decrease in the authorised share capital or
the paid-up share capital of the Company. Accordingly, the authorised share capital and the paid-
up share capital of the Company remained unchanged throughout the year.

12. BONUS SHARES

During the year Company has not issued any kind of bonus shares to its existing shareholders.

13. SWEAT EQUITY

During the Financial Year 2025-26, the Company has not issued any sweat equity shares to any person.
Accordingly, there has been no issuance or allotment of sweat equity shares during the year under
review.

14. CREDIT RATING OF SECURITIES

15. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore,
there were no funds which were required to be transferred to Investor Education and Protection Fund
(IEPF).

16. INDUSTRIAL RELATION

Industrial relations have remained cordial throughout the year. The Directors wish to express their
sincere appreciation for the dedicated services rendered by all employees and associates of the Company
during the year.

17. WEB LINK OF ANNUAL RETURN

The Annual Return of the Company will be placed on the website of the Company pursuant to the
provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules
2014, the web link of the same is at www.barflex.co.in.

18. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the applicable provisions of the Companies Act, 2013, the financial statements of Barflex
Flexibles Private Limited, and BA Flexpack Private Limited, being subsidiaries of the Company, have
been consolidated with the financial statements of the Company for the financial year under review.

The Consolidated Financial Statements, together with the Independent Auditor''s Report thereon, form an
integral part of this Annual Report. The consolidated financial statements present the financial position,
financial performance, and cash flows of the Company and its subsidiaries as a single economic entity, in
compliance with the applicable statutory and regulatory reporting requirements.

A. INFORMATION ABOUT SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY

Barflex Flexibles Private Limited, is subsidiary, the Company holding 60% of its total shareholding,
during this year under review. A statement containing the salient features of the financials of the
subsidiary, in the prescribed Form AOC-1, is attached to the financial statements forming part of this
Annual Report, Annexure-1.

BA Flexpack Private Limited, is subsidiary, the Company, acquired the holding of 51% of its total
shareholding, during this year under review. A statement containing the salient features of the financials
of the subsidiary, in the prescribed Form AOC-1, is attached to the financial statements forming part of
this Annual Report, Annexure-1.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board received a declaration from all the directors under Section 164 and other applicable
provisions, if any, of the Companies Act, 2013 that none of the Directors of the Company is disqualified
under the provisions of the Companies Act, 2013 ("Act") or under the SEBI (Listing Obligation and
Disclosure Requirements) Regulations 2015.

20. COMPOSITION OF BOARD AND CHANGES THEREIN DURING THE YEAR
A. CHANGE OF DESIGNATION OF DIRECTORS

[1] Based on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors appointed Mr. Ravi Jitendra Modi (DIN: 10932249) as an Additional Director
(Independent) of the Company with effect from 16 July 2025, pursuant to the provisions of Section
161(1) of the Companies Act, 2013, read with the Articles of Association of the Company.

Subsequently, the Members of the Company, at the Annual General Meeting held on 22 August 2025,
approved his appointment as an Independent Director of the Company for the prescribed term, in
accordance with the provisions of Sections 149, 150, 152 and other applicable provisions of the
Companies Act, 2013, read with the Rules made thereunder. Consequently, his designation was changed
from Additional Director (Independent) to Independent Director of the Company with effect from 22
August 2025.

[2] Based on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors appointed Mr. Sobhit Sanjivkumar Agarwal, (DIN-08215641) as an Additional Director
(Independent) of the Company with effect from 16 July 2025, pursuant to the provisions of Section
161(1) of the Companies Act, 2013, read with the Articles of Association of the Company.

Subsequently, the Members of the Company, at the Annual General Meeting held on 22 August 2025,
approved his appointment as an Independent Director of the Company for the prescribed term, in
accordance with the provisions of Sections 149, 150, 152 and other applicable provisions of the
Companies Act, 2013, read with the Rules made thereunder. Consequently, his designation was changed
from Additional Director (Independent) to Independent Director of the Company with effect from 22
August 2025.

B. RESIGNATION OF INDEPENDENT DIRECTORS[1] RESIGNATION OF MR. ADITYA RUNGTA (DIN-02414611)

Mr. Aditya Rungta (DIN: 02414611), who was appointed as an Independent Director of the Company, has
submitted his resignation expressing his intention to resign from the Board, due to personal reasons with
effect from 07-07-2025. The Board acknowledged the important role played by Mr. Aditya Rungta in
strengthening the Company’s governance framework and his valuable contributions during his tenure as
an Independent Director.

[2] RESIGNATION OF MR. ANIL KUMAR MITTAL (DIN-08553254)

Mr. Anil Kumar Mittal (DIN: 08553254), who was appointed as an Independent Director of the Company,
has submitted his resignation expressing his intention to resign from the Board, due to personal reasons
with effect from 09-07-2025. The Board acknowledged the important role played by Mr. Anil Kumar
Mittal (DIN: 08553254) in strengthening the Company’s governance framework and his valuable
contributions during his tenure as an Independent Director.

[3] RESIGNATION OF MRS. SIMRAN SABHARWAL (DIN-09350695)

Mrs. Simran Sabharwal (DIN: 09350695), who was appointed as an Independent Director of the
Company, has submitted her resignation expressing her intention to resign from the Board, with effect
from 09-03-2026. The Board acknowledged the important role played by Mrs. Simran Sabharwal (DIN:
09350695) in strengthening the Company’s governance framework and her valuable contributions
during her tenure as an Independent Director.

C. CONTINUATION OF MR. ANIL KUMAR GUPTA AS CFO

Mr. Anil Kumar Gupta, who was appointed as the Chief Financial Officer (CFO) of the Company with
effect from 9 May 2024, continued to serve in the said capacity during the year under review.

D. COMPOSITION OF BOARD OF DIRECTORS

The Board received a declaration from all the Directors under Section 164 and other applicable
provisions, if any, of the Companies Act, 2013 that none of the Directors of the Company is disqualified
under the provisions of the Companies Act, 2013 (“Act”) or under the SEBI (Listing Obligation and
Disclosure Requirements) Regulations 2015.

The Company has received necessary declaration from each independent director under Section 149(7)
of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and the rules made thereunder and Listing Regulations.

All the Independent Directors of the Company have registered themselves with the Indian Institute of
Corporate Affairs ("IICA"). Further, as per the declarations received, all the Independent Directors of
Company have either passed or were exempted to clear online proficiency test as per the first proviso to
Rule 6(4) of the MCA Notification dated October 22, 2019 and December 18, 2020. Accordingly, the
Company has taken on record, the Statement of Declaration of Independence, as submitted by all the
Independent Directors.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions
specified in the Act and Rules made thereunder.

The Company familiarises its Independent Directors on their appointment as such on the Board with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, etc. through various update activities. Company also conducts orientation programme
upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis.

The composition of Directors / KMP of your Company as on 31-03-2026 is as under:-

E. RETIREMENT BY ROTATION AS PER SECTION 152 OF THE COMPANIES ACT. 2013

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act,
2013, Mrs. Nomita Bery, Director of the Company retires by rotation at the last Annual General Meeting.
She being eligible, has offered herself for re-appointment as such and seeks re-appointment.

21. CHANGES IN COMPOSITION OF BOARD OF DIRECTORS AFTER 31-03-2026APPOINTMENT OF MS. HARVI GAURAV MOHTA, (DIN-10888830) ADDITIONAL DIRECTOR AS A
DIRECTOR (INDEPENDENT) OF THE COMPANY

The Board of Directors of the Company, based on the recommendation of the Nomination and
Remuneration Committee, appointed Ms. Harvi Gaurav Mohta, (DIN-10888830), as an Additional
Director (Independent) of the Company with effect from [29-05-2026], pursuant to Section 161(1) of
the Companies Act, 2013 read with the Articles of Association of the Company.

Ms. Harvi Gaurav Mohta, (DIN-10888830), holds office as an Additional Director up to the date of the
ensuing Annual General Meeting.

In the opinion of the Board, Ms. Harvi Gaurav Mohta, (DIN-10888830), fulfills the conditions specified
under the Companies Act, 2013 and the rules made thereunder for his appointment as an Independent
Director and is independent of the management.

The Board considers that her continued association would be beneficial to the Company and it is
desirable to avail her services as an Independent Director for a term of [five] consecutive years,
commencing from 29-05-2026, and not liable to retire by rotation.

22. DETAILS COMPOSITION OF COMMITTEE''S AS ON 31-MARCH-2026
A. AUDIT COMMITTEE

During the financial year 2025-26, the composition of the Audit Committee underwent changes
consequent to the resignation of certain Independent Directors from the Board. The Board of Directors
reconstituted the Audit Committee in compliance with the provisions of the Companies Act, 2013 and the
applicable requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

The composition of the Audit Committee as on 31 March 2026 is as under:

Role of Audit Committee is wide but not limited to oversight the Company’s financial reporting process,
internal controls, risk management systems, and compliance with applicable laws. The Company also
adheres to the regulatory requirements related to the functioning and disclosures of the Audit
Committee.

B. NOMINATION AND REMUNERATION COMMITTEE

During the financial year 2025-26, the composition of the “Nomination and Remuneration Committee”,
underwent changes consequent to the resignation of certain Independent Directors from the Board. The
Board of Directors reconstituted the Nomination and Remuneration Committee in compliance with the
provisions of the Companies Act, 2013 and the applicable requirements of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The composition of the Committee as on 31 March 2026 is as under:

Role of Committee is wide but not limited to formulation of the criteria for determining qualification,
positive attributes and independence of a director and recommend to the Board of Directors a policy
relating to, the remuneration of the Directors, Key Managerial Personnel and other employees.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

During the financial year 2025-26, the composition of the “Stakeholders Relationship Committee”,
underwent changes consequent to the resignation of certain Independent Directors from the Board. The
Board of Directors reconstituted the Stakeholders Relationship Committee in compliance with the
provisions of the Companies Act, 2013 and the applicable requirements of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The composition of the Committee as on 31 March 2026 is as under:

D. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

During the financial year 2025-26, the composition of the “Corporate Social Responsibility Committee”,
underwent changes consequent to the resignation of certain Independent Directors from the Board. The
Board of Directors reconstituted the Corporate Social Responsibility Committee in compliance with the
provisions of the Companies Act, 2013 and the applicable requirements of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The composition of the Committee as on 31 March 2026 is as under:

23. REPORTING OF FRAUDS BY AUDITORS

For the financial year 2025-26, the Statutory Auditors have not reported any instances of fraud
committed by the officers or employees of the Company under Section 143(12) of the Companies Act,
2013.

24. STATUTORY AUDITORS

The Company in its Annual General Meeting held on September 30, 2020, appointed M/s KRA & Co.,
Chartered Accountants, New Delhi (Firm Registration No.: 020266N) the as Statutory Auditors of the
Company of a term of 5 years till the conclusion of Annual General Meeting to be held in the year 2025.
Their tenure concluded at the Annual General Meeting held on [22-08-2025].

Based on the recommendation of the Audit Committee, the Board of Directors recommended the
appointment of M/s Parv and Co., Chartered Accountants (Firm Registration No. 029582N), as the
Statutory Auditors of the Company for a term of five consecutive years, commencing from the
conclusion of the Annual General Meeting held on 22 August 2025 until the conclusion of the Annual
General Meeting to be held in the year 2030.

The Members of the Company approved the appointment of M/s Parv and Co., Chartered Accountants
(Firm Registration No. 029582N) as the Statutory Auditors at the Annual General Meeting held on 22
August 2025, in accordance with the provisions of Section 139 and other applicable provisions of the
Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014.

M/s Parv and Co., Chartered Accountants (Firm Registration No. 029582N), Statutory Auditors of
the Company, continue to hold office in accordance with the provisions of Section 139 of the Companies
Act, 2013. The Auditors have confirmed that they continue to satisfy the eligibility criteria prescribed
under Sections 139 and 141 of the Companies Act, 2013, read with the Companies (Audit and Auditors)
Rules, 2014, and that they are not disqualified from continuing as the Statutory Auditors of the Company.

25. APPOINTMENT AND RATIFICATION OF REMUNERATION TO COST AUDITORS FOR FINANCIAL
YEAR ENDING 31^st MARCH. 2027

The Board of Directors of the Company, on the recommendation of the Audit Committee, has approved
the appointment of M/s Harendra Kumar Pareek & Co,, Cost Accountants (Registration Membership
Number-37928), as the Cost Auditors of the Company for conducting the audit of the cost records of the
Company for the financial year ending March 31, 2027.

In accordance with the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the
Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors, as approved
by the Board of Directors, is required to be ratified by the shareholders of the Company.

The Board has, based on the recommendation of the Audit Committee, approved a remuneration of Rs.
[75000] (Rupees Seventy Five Thousand) plus applicable taxes and reimbursement of out-of-pocket
expenses to M/s Harendra Kumar Pareek & Co,for the said audit.

26. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company
and certain prescribed classes of companies are required to annex with their Board’s Report a Secretarial
Audit Report, in Form MR-3, issued by a Practising Company Secretary.

In view of the above, the Members of the Company, based on the recommendation of the Board of
Directors and the Audit Committee, approved the appointment of M/s. GNK & Associates, Company
Secretaries (COP No. 7391), as the Secretarial Auditors of the Company for a term of five
consecutive financial years, commencing from the financial year 2025-26 up to and including 2029¬
30, in last AGM.

M/s. GNK & Associates, Company Secretaries (COP No. 7391), continue to act as the Secretarial
Auditors of the Company.

The Secretarial Auditors have confirmed that they continue to satisfy the eligibility criteria prescribed
under the applicable provisions of the Companies Act, 2013, and the rules made thereunder, and that
they are not disqualified from continuing to act as the Secretarial Auditors of the Company.

26. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013, M/s Maars and Associates,
Chartered Accountants (ICAI Firm Registration No. 134798W), were appointed as the Internal
Auditors of the Company for the financial year 2025-26. The Internal Auditors conducted internal audit
reviews of the Company''s operations and internal control systems and submitted their reports to the
Audit Committee from time to time.

Considering their satisfactory performance and the valuable services rendered by them, the Board of
Directors, on the recommendation of the Audit Committee, has re-appointed M/s Maars and Associates,
Chartered Accountants (FRN: 134798W) as the Internal Auditors of the Company for the financial year
2026-27. They shall continue to conduct the internal audit of the Company''s operations and evaluate the
adequacy and effectiveness of the internal financial controls and risk management processes.

27. DEPOSITS

During the financial year 2025-26, the Company has not accepted any deposits from the public within the
meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits)
Rules, 2014.

Accordingly, no amount remains unpaid or unclaimed as deposits as on March 31, 2026, and there have
been no default in the repayment of deposits or payment of interest thereon.

28. LOANS. GUARANTEES AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the particulars of loans,
guarantees, securities and investments made by the Company during the financial year are as follows:

• The Company has granted loans to its subsidiary company(ies) in accordance with the provisions
of Section 186 of the Companies Act, 2013.

• The Company has also provided corporate guarantees in connection with the borrowings of its
subsidiary company(ies), as permitted under the applicable provisions of the Companies Act,
2013.

• During the financial year, the Company made an investment of Rs. 51,000 (Rupees Fifty-One
Thousand only) in its subsidiary company, BA Flexpack Private Limited, for acquisition
subscribing to its equity shares.

The aggregate value of the loans, guarantees, securities and investments made by the Company during
the financial year was within the limits prescribed under Section 186 of the Companies Act, 2013, and
the Company complied with all applicable statutory requirements in this regard.

The details of the loans, guarantees, securities and investments are disclosed in the Notes to the Financial
Statements, and members are requested to refer to the relevant Note for further information

29. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length
basis and were in the ordinary course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the interest of the Company. the disclosure
of transactions with related parties for the financial year, as per Accounting Standard -18 Related Party
Disclosures is given in Note no 33 to the Balance Sheet as on March 31, 2026.

Further all the necessary details of transaction entered with the related parties as defined under Section
188 of the Companies Act, as defined under Section 2 (76) of the said Act are attached herewith in form
no. AOC-2 as Annexure -2 to this Report.

30. SEGMENT REPORTING

Segments have been identified in accordance with Accounting Standard 17 - “Segment Reporting”,
considering the nature of the Company’s products and services, associated risks and returns,
organizational structure, and internal financial reporting systems.

The Company is primarily engaged in the manufacture and sale of flexible packaging materials, which
constitutes its sole business segment. Based on the assessment made by the management and reviewed
by the Board of Directors, the Company operates in a single business and geographical segment.

Further, revenue from export operations constitutes less than 10% of the total revenue during the year.
Therefore, no separate geographical segment disclosure is required under the applicable accounting
standards.

31. GENERAL MEETING DURING 2025-2026

The Annual General Meeting ("AGM") of the Company for the previous financial year was held on 22
August, 2025. The requisite quorum was present throughout the meeting. No other General Meeting of
the Company was held during the financial year 2025-2026.

31. MEETINGS OF THE BOARD / COMMITTEE''S HELD DURING 2025-2026
A. MEETINGS OF THE BOARD OF DIRECTORS DURING 2025-2026

The Board of Directors met at regular intervals to ensure effective governance, review the affairs of the
Company, and facilitate timely decision-making in the best interests of the Company and its stakeholders.

During the financial year, the Board of Directors held 5 (Five) meetings. The details of the Board Meetings
held during the year, along with the attendance of Directors at each meeting, are provided in the table below:

B. MEETINGS OF THE INDEPENDENT DIRECTORS 2025-2026

The Independent Directors of the Company held one separate meeting during the Financial Year 2025¬
26, without the presence of the Non-Independent Directors and members of the management.

The details of the meeting held during the financial year, along with the attendance of the Independent
Directors, are provided in the table below:

C. MEETINGS OF THE NOMINATION AND REMUNERATION COMMITTEE DURING 2025-2026

During the financial year, one meeting, of Committee was held. The schedule of Meeting held during the
financial year along with the number of Members, who attended each meeting is provided in the table
below:

D. MEETINGS OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE DURING 2025-2026

During the Financial Year 2025-26, one meeting of the Stakeholders'' Relationship Committee was

held in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The details of the meeting held during the financial year,
along with the attendance of the Committee members, are provided in the table below.

E. MEETINGS OF THE CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE DURING 2025¬
2026

During the financial year, one meeting, of Committee was held. The schedule of Meeting held during the
financial year along with the number of Members, who attended each meeting is provided in the table
below:

F. MEETINGS OF THE AUDIT COMMITTEE DURING 2025-2026

During the financial year, Four meetings, of Committee were held. The schedule of Meeting held during
the financial year along with the number of Members, who attended each meeting is provided in the table
below:

G. OTHER REGULAR DISCUSSIONS

In addition to the meetings referred to above, the Company maintains regular discussions with the
Internal Auditor on various finance, internal control, and compliance matters. These discussions are
generally attended by the Managing Director (MD), Chief Financial Officer (CFO), and the Internal
Auditor, enabling continuous review of the Company''s financial affairs, internal controls, regulatory
compliance, and risk management framework. Such periodic interactions facilitate the timely
identification and resolution of issues, strengthen the Company''s governance framework, and safeguard
the interests and investments of its shareholders.

32. BOARD EVALUATION

The Board conducted a comprehensive evaluation of its overall effectiveness, as well as that of individual
Directors / Committee, by soliciting their feedback on various aspects of Board governance.

The evaluation encompassed key areas including contribution to and oversight of corporate governance
practices, participation in long-term strategic planning, and the fulfillment of Directors'' duties and
fiduciary responsibilities. Particular emphasis was placed on active engagement and participation during
Board meetings.

The Board carefully considered and deliberated on the inputs received from the Directors. Additionally,
the Independent Directors convened separately to review the performance of the Board as a whole, the
Chairman, and the Non-Executive Directors, thereby ensuring an objective assessment process.

33. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of Barflex Polyfilms
Limited hereby confirms that:

a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanations relating to any material departures;

b) The Directors have 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 the end of the financial
year and of the profit and loss of the Company for that period;

c) The Directors have taken proper and sufficient care 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) The Directors have prepared the annual accounts on a going concern basis;

e) Being a listed Company, the Company has complied with all applicable provisions
relating to the preparation and presentation of financial statements;

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

34. INTERNAL FINANCIAL CONTROLS

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the
Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies
(Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with
reference to the financial statements to be disclosed in the Board''s report. To ensure effective Internal
Financial Controls the Company has laid down the following measures:

1 The internal financial control systems are commensurate with the size and nature of its
operations.

2 All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any,
is seriously taken by the management and corrective actions are taken immediately. Any
amendment is regularly updated by internal as well as external agencies in the system.

3 Approval of all transactions is ensured through a preapproved Delegation of Authority
Schedule which is reviewed periodically by the management.

4 The Company follows a robust internal audit process. Transaction audits are conducted
regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets.

Fixed Asset verification of assets is done on an annual basis. The audit reports for the above
audits are compiled and submitted to Board of Directors for review and necessary action.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per Companies Act, 2013, provisions of Section 135 of the Companies Act, 2013, read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, all Companies having a net worth of Rs.
500 Crore or more, or a turnover of Rs. 1,000 Crore or more or net profit of Rs. 5 Crore or more during
any financial year are required to spend as CSR. All such Companies are required to spent at least 2% of
the average net profits of their three immediately preceding financial years on CSR-related activities.

Barflex Polyfilms Limited meets the applicability criteria under Section 135. Accordingly, a CSR
Committee has been duly constituted in compliance with the provisions of the Act.

The CSR Committee is responsible for formulating and recommending a CSR Policy, monitoring its
implementation, and ensuring that the Company undertakes socially responsible initiatives in accordance
with the applicable laws.

The CSR Committee has identified key focus areas for the Company’s CSR activities, fall within the scope
of Schedule VII of the Companies Act, 2013. During the year, CSR funds were primarily allocated to a
designated corpus and were utilized throughout the year in alignment with the approved CSR Policy.

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the details of CSR initiatives and expenditure
undertaken by the Company during the financial year are provided in Annexure 3 to this Report.

36. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUTGO

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo
required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts)
Rules, 2014 are provided hereunder:

37. RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Company''s
businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide
approach to Risk Management is being adopted by the Company and key risks will now be managed
within a unitary framework. As a formal roll-out, all business divisions and corporate functions will
embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key
business risks and their mitigation are considered in the annual/strategic business plans and in periodic
management reviews. The risk management process in our multi-business, multi-site operations, over
the period of time will become embedded into the Company’s business systems and processes, such that
our responses to risks remain current and dynamic.

38. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is in process of forming a policy.

39. REGULATORY ACTION

There are no significant and material orders passed by the regulators or courts or Tribunals that could
impact the going concern status and operations of the Company in future.

40. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE. 2016 (IBC)

During the financial year under review, no application has been made and no proceeding is pending
against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC).

The Company has not been involved in any Corporate Insolvency Resolution Process during the year.

41. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNTS OF THE VALUATION DONE

The company has never made any one-time settlement against the loans obtained from Banks and
Financial Institution and hence this clause is not applicable.

42. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

No corporate action requiring implementation was pending or failed during the period.

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

The Company is committed to providing a safe, secure, and respectful working environment for all
employees. The Company has adopted an Anti-Sexual Harassment Policy in accordance with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

During the financial year under review, the Company did not receive any complaints relating to sexual
harassment at the workplace.

The Company has taken necessary steps to ensure awareness and compliance with the applicable
provisions of the Act.

44. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all areas of
the business. The Company has a structured induction process at all locations and management
development programs to upgrade skills of managers. Objective appraisal systems based on key result
areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning
and organizational development. This is a part of our Corporate HR function and is a critical pillar to
support the organization’s growth.

45. HEALTH. SAFETY AND ENVIRONMENT PROTECTION

The Company''s Health and Safety Policy commits to comply with applicable legal and other requirements
connected with occupational Health, Safety and Environment matters and provide a healthy and safe
work environment to all employees of the Company.

46. SECRETARIAL STANDARDS

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

47. DEPOSITORY FEES

Your Company has paid Annual fees for the financial year 2025-2026 to National Stock Exchange of India
Limited (NSE) according to the prescribed norms and regulations. Company has also paid Annual fee to
National Securities Depository Limited and to Central Depository Services (India) Limited for the
financial year 25-26.

48. RTA ANNUAL FEES

The Company has paid the annual fees to the Registrar and Share Transfer Agent (RTA), Maashitla
Securities Private Limited, for the financial year 2025-2026. Accordingly, there is no change in the

Registrar and Share Transfer Agent of the Company, and Maashitla Securities Private Limited shall
continue to act as the Company''s RTA.

49. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated employees of the Company.

The Code requires pre- clearance for dealing in the Company’s shares and prohibits the purchase or sale
of Company shares by the Directors and the designated employees while in possession of unpublished
price sensitive information in relation to the Company and during the period when the Trading Window
is closed. The Board is responsible for implementation of the Code.

50. CORPORATE GOVERNANCE

The Company''s equity shares are listed on the SME Exchange. Pursuant to Regulation 15(2) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the provisions relating to Corporate Governance are not applicable to listed entities whose
specified securities are listed on the SME Exchange.

Accordingly, the Company falls within the scope of the aforesaid exemption. Therefore, the Corporate
Governance provisions prescribed under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are not applicable to the Company, and consequently, the Corporate Governance
Report does not form part of this Annual Report for the financial year 2025-2026.

51. DISCLOSURE ON PENALTIES IMPOSED BY STOCK EXCHANGE

During the financial year under review, the National Stock Exchange of India Limited (NSE) imposed a
penalty of Rs. 10,000/- on the Company on account of a delay of two days in the submission of the XBRL
filing. The delay occurred due to certain technical issues encountered during the filing process. However,
the corresponding PDF filing was submitted within the prescribed timeline. The penalty has been duly
paid by the Company. The delay was procedural in nature and did not have any impact on the disclosure
of information to the stakeholders.

52. STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS
RELATING TO THE MATERNITY BENEFITS ACT. 1961

Your Company affirms its compliance with the provisions of the Maternity Benefit Act, 1961, and all
applicable rules and regulations framed thereunder. The Company ensures that all eligible women
employees are extended the benefits and protections as mandated under the Act, including maternity
leave, maternity bonus, and other statutory entitlements. The Company remains committed to fostering a
safe, inclusive, and supportive work environment that promotes the well-being and rights of all
employees, in alignment with the principles laid down under the Act.

Your Directors place on record their deep appreciation to employees at all levels for their hard work,
dedication and commitment. The Board places on record its appreciation for the support and co¬
operation, your Company has been receiving from its Suppliers, Retailers, Dealers & Distributors, Team of
RTA, Team of NSDL and CDSL, Team of Merchant Bankers, Team of Auditors, Team of Company
Secretaries, and others associated with the Company. The Directors also take this opportunity to thank all
Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support.

For and on Behalf of Board ofBARFLEX POLYFILMS LIMITED

Jaiwant Bery Krishan Mohan Pandey

Managing Director whole time Director

DIN:00380445 DIN:10426591

A-41, First Floor, MIG-79, Sector-1, Vill-Parwanoo,

Friends Colony East, Kasauli, Himachal Pradesh-173220

New Delhi-110065

Place: New Delhi
Date: 03-Aug-2026

We are delighted to present the 20^th Board Report of BARFLEX POLYFILMS LIMITED together with the
Audited Statement of Accounts and the Auditors’ Report of the Company for the financial year ended,
31st March, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

A. (Standalone)

The Company’s financial performance for the financial years ended March 31, 2025, and March 31, 2024,
is summarized below:

(Standalone) [Amount in lakhs]

FINANCIAL SUMMARY AND HIGHLIGHTS

B. (Consolidated)

The Company’s financial performance for the financial years ended March 31, 2025, and March 31, 2024,
is summarized below:

(Consolidated) [Amountin lakhs]

2. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (!) OF THE COMPANIES ACT. 2013

A. (Standalone)

Note No-3, of the financials can be refereed for the same.

(Amount in lakhs)

Note No-3, of the financials can be refereed for the same.

B. (Consolidated) (Amount in lakhs)

3. FINAL DIVIDEND

The Board of Directors has deemed it prudent not to recommend any dividend for the year ended March
31, 2025.

4. INTERIM DIVIDEND

The Board of Directors of the Company did not recommend any Interim Dividend for the year ended
March 31, 2025.

5. STATE OF COMPANY’S AFFAIRS

6. FUTURE PROSPECTS

The Board of Directors remains committed to strengthening the Company’s business operations and
enhancing long-term value. To this end, the management has formulated and is actively implementing
strategic initiatives focused on improving operational efficiency, enhancing marketing effectiveness, and
exercising strict cost control.

In the area of marketing, the Company is intensifying its efforts to expand its customer base, strengthen
brand positioning, and secure new business opportunities. Concurrently, measures are being taken to
optimize resource allocation and reduce operational expenditures.

The Board is confident that these initiatives will contribute meaningfully to the Company''s growth
trajectory and help achieve sustained performance in the coming years.

7. COMMENCEMENT OF ANY NEW BUSINESS

During the financial year under review no new business was commenced by the Company.

8. MATERIAL CHANGES AND COMMITMENTS
After 31-03-2025

On 19-May 2025, [BARFLEX POLYFILMS LIMITED] invested in [BA FLEXPACK PRIVATE LIMITED],
acquiring a 51% equity stake. As a result of this acquisition, [BA FLEXPACK PRIVATE LIMITED] became
a subsidiary of [BARFLEX POLYFILMS LIMITED] effective post 31^st March 2025.

The acquisition provides BARFLEX POLYFILMS LIMITED with controlling interest and decision-making
authority over the operations and strategic direction of the subsidiary, in accordance with applicable
accounting and corporate governance standards.

9. DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT

There were no revisions made to the financial statements or the Annual Report during the financial year
2024-25.

10. GENERAL INFORMATION

BARFLEX POLYFILMS LIMITED (the Company), (Formerly known as Barflex Polyfilms Private Limited) having
(CIN: U25209DL2005PLC132346), incorporated on January 24, 2005, under the Companies Act, 2013.
The registered office of the Company is situated at A-33, Third Floor, FiEE Complex, Okhla Industrial
Area, Ph-2, Near C Lal Chowk, New Delhi, India, 110020.

11. SHARE CAPITAL STRUCTURE OF THE COMPANY:

a) Authorized Capital:

Rs. 26,00,00,000/- (Rs. Twenty-Six Crores) divided into 2,60,00,000 Equity Shares of Rs. 10/-
each.

During the year under review, the Company has not made any changes in the Authorised share
capital of the Company.

b) Issued Capital:

Rs. 24,74,90,000/- (Rs. Twenty-Four Crores Seventy-Four Lakhs Ninety Thousand) divided into

2.47.49.000 Equity Shares of Rs. 10/- each.

c) Subscribed and Paid-up Capital:

Rs. 24,74,90,000/- (Rs. Twenty-Four Crores Seventy-Four Lakhs Ninety Thousand) divided into

2.47.49.000 Equity Shares of Rs. 10/- each.

(INCREASE IN PAID UP SHARE CAPITAL BECAUSE OF IPO)

We are pleased to inform all stakeholders that, your Company has successfully completed its
Initial Public Offering (IPO), marking a significant milestone in its growth journey.

The overwhelming response to the IPO enabled the Company to successfully issue 20,52,000 fresh
equity shares of Rs. 10 each, at a premium of Rs. 50 each total to Rs. 60 each. and resulting in an
increase in the Company''s paid-up share capital to Rs. 24,74,90,000.

Pursuant to the successful completion of the IPO process. the equity shares of the Company were
listed on the NSE Emerge Platform (the SME Platform of the National Stock Exchange of India
Limited). With this, your Company has transitioned into an SME Listed Company, enhancing
its visibility in the financial markets, strengthening its corporate governance practices, and paving
the way for greater transparency and access to capital.

(CHANGES IN SHARE HOLDERS HAVING 5% OR MORE SHARES)

The Company made an Initial Public Offering (IPO) during the year ended 31st March 2025. This resulted
in both a dilution of promoter shareholding and a reduction in the number of shares held by the
promoters. The reduction in the number of shares held by promoters is due to part-sale of shares in the
IPO offer for sale (OFS) component, in addition to the issuance of new shares.

• The promoters’ combined shareholding decreased from 2,26,96,995 shares (100%) as on 31st March
2024 to 1,65,14,336 shares (66.73%) as on 31st March 2025.

• The decrease was due to the part-sale of shares under the Offer for Sale (OFS) and issue of fresh shares
under IPO, resulting in both a reduction in the number of shares held and dilution of percentage holding.

12. CREDIT RATING OF SECURITIES

13. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore,
there were no funds which were required to be transferred to Investor Education and Protection Fund
(IEPF).

14. INDUSTRIAL RELATION

Industrial relations have remained cordial throughout the year. The Directors wish to express their
sincere appreciation for the dedicated services rendered by all employees and associates of the Company
during the year.

15. WEB LINK OF ANNUAL RETURN

The Annual Return of the Company will be placed on the website of the Company pursuant to the
provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules
2014, the web link of the same is at www.barflex.co.in.

16. BONUS SHARES

During the year Company has not issued any kind of bonus shares to its existing shareholders.

17. CONSOLIDATED FINANCIAL STATEMENTS

During the financial year, Barflex Flexibles Private Limited, became a subsidiary of the Company
following the acquisition of 60% of its total shareholding. In accordance with applicable accounting
standards and regulatory requirements, the financial statements of Barflex Flexibles Private Limited have
been consolidated with the Company’s financial statements for this year. The consolidated financial
statements are enclosed and form part of this report.

This consolidation reflects the financial position and performance of the company on a group basis and
demonstrates its commitment to transparency and compliance with statutory reporting requirements.

A. INFORMATION ABOUT SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY

Barflex Flexibles Private Limited, is subsidiary of the Company following the acquisition of 60% of its
total shareholding, during this year under review. A statement containing the salient features of the
financials of the subsidiary, in the prescribed Form AOC-1, is attached to the financial statements forming
part of this Annual Report, Annexure-1.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board received a declaration from all the directors under Section 164 and other applicable
provisions, if any, of the Companies Act, 2013 that none of the Directors of the Company is disqualified
under the provisions of the Companies Act, 2013 ("Act") or under the SEBI (Listing Obligation and
Disclosure Requirements) Regulations 2015.

19. APPOINTMENT TO BOARD DURING THE YEAR

A. CHANGE OF DESIGNATION OF MR. KRISHAN MOHAN PANDEY

Mr. Krishan Mohan Pandey was appointed as Additional Director of the Company with effect from 14-12¬
2023 and he was re-designated as Whole-Time Director of the Company with effect from 09-05-2024.

B. APPOINTMENT OF INDEPENDENT DIRECTORS IN THE BOARD AND DECLARATION UNDER
SECTION 149(6)

The Company appointed following Independent Directors in its Extraordinary General Meeting held on
09-05-2024:

The Company has received necessary declarations from all Independent Directors of the Company in
accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet
the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

C. APPOINTMENT OF MR. ANIL KUMAR GUPTA AS CFO

Mr. Anil Kumar Gupta, appointed as CFO, with effect from 09-05-2024.

20. COMPOSITION OF BOARD OF DIRECTORS

The composition of Directors / KMP of your Company as on 31-03-2025 is as under:-

21. CHANGES IN COMPOSITION OF BOARD OF DIRECTORS AFTER 31-03-2025

A. RESIGNATION OF MR. ADITYA RUNGTA fDIN-02414611)

Mr. Aditya Rungta (DIN: 02414611), who was appointed as an Independent Director of the Company, has
submitted his resignation expressing his intention to resign from the Board, due to personal reasons with
effect from 07-07-2025. The Board acknowledged the important role played by Mr. Aditya Rungta in
strengthening the Company’s governance framework and his valuable contributions during his tenure as
an Independent Director.

B. RESIGNATION OF MR. ANIL KUMAR MITTAL fDIN-08553254)

Mr. Anil Kumar Mittal (DIN: 08553254), who was appointed as an Independent Director of the Company,
has submitted his resignation expressing his intention to resign from the Board, due to personal reasons
with effect from 09-07-2025. The Board acknowledged the important role played by Mr. Anil Kumar
Mittal (DIN: 08553254) in strengthening the Company’s governance framework and his valuable
contributions during his tenure as an Independent Director.

C. APPOINTMENT OF MR. RAVI JITENDRA MODI. fDIN-10932249). ADDITIONAL DIRECTOR AS A
DIRECTOR (INDEPENDENT) OF THE COMPANY

The Board of Directors of the Company, based on the recommendation of the Nomination and
Remuneration Committee, appointed Mr. Ravi Jitendra Modi, (DIN-10932249), as an Additional
Director (Independent) of the Company with effect from [16-07-2025], pursuant to Section 161(1) of
the Companies Act, 2013 read with the Articles of Association of the Company.

Mr. Ravi Jitendra Modi, (DIN-10932249), holds office as an Additional Director up to the date of the
ensuing Annual General Meeting.

In the opinion of the Board, Mr. Ravi Jitendra Modi, (DIN-10932249), fulfills the conditions specified
under the Companies Act, 2013 and the rules made thereunder for his appointment as an Independent
Director and is independent of the management.

The Board considers that his continued association would be beneficial to the Company and it is desirable
to avail his services as an Independent Director for a term of [five] consecutive years, commencing from
16-07-2025, and not liable to retire by rotation.

D. APPOINTMENT OF MR. SOBHIT SANJIVKUMAR AGARWAL. fDIN-08215641). ADDITIONAL
DIRECTOR AS A DIRECTOR (INDEPENDENT) OF THE COMPANY

The Board of Directors of the Company, based on the recommendation of the Nomination and
Remuneration Committee, had appointed Mr. Sobhit Sanjivkumar Agarwal, (DIN-08215641), as an
Additional Director (Independent) of the Company with effect from [16-07-2025], pursuant to Section
161(1) of the Companies Act, 2013 read with the Articles of Association of the Company.

Mr. Sobhit Sanjivkumar Agarwal, (DIN-08215641), holds office as an Additional Director up to the date of
the ensuing Annual General Meeting.

In the opinion of the Board, Mr. Sobhit Sanjivkumar Agarwal, (DIN-08215641), fulfills the conditions
specified under the Companies Act, 2013 and the rules made thereunder for his appointment as an
Independent Director and is independent of the management.

The Board considers that his continued association would be beneficial to the Company and it is desirable
to avail his services as an Independent Director for a term of [five] consecutive years, commencing from
16-07-2025, and not liable to retire by rotation.

22. COMPOSITION OF COMMITTEE’S DURING THE YEAR 2024-2025
A. COMPOSITION OF AUDIT COMMITTEE

In compliance with the provisions of Section 177 of the Companies Act, 2013, the Company has
constituted an Audit Committee comprising qualified members of the Board, vide Board Resolution dated
May 13, 2024. The composition of the Audit Committee is as follows:

Role of Audit Committee is wide but not limited to oversight the Company’s financial reporting process,
internal controls, risk management systems, and compliance with applicable laws. The Company also
adheres to the regulatory requirements related to the functioning and disclosures of the Audit
Committee.

B. CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE

In accordance with the provisions of Section 178 of the Companies Act, 2013, the Company has
constituted a Nomination and Remuneration Committee to oversee matters related to the appointment
and remuneration of Directors, Key Managerial Personnel, and Senior Management, vide Board
Resolution dated May 13, 2024

The Committee is comprised of the following members:

Role of Committee is wide but not limited to formulation of the criteria for determining qualification,
positive attributes and independence of a director and recommend to the Board of Directors a policy
relating to, the remuneration of the Directors, Key Managerial Personnel and other employees.

C. CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted the Stakeholders Relationship Committee in compliance with the
provisions of Section 178 of the Companies Act, 2013, and other applicable rules including the Companies
(Meetings of Board and its Powers) Rules, 2014 (as amended), vide Board Resolution dated May 13,
2024.

The Stakeholders Relationship Committee is responsible for overseeing and resolving shareholder
grievances and ensuring effective communication between the Company and its stakeholders.

The Committee is comprised of the following members:

D. CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Company has reconstituted the Corporate Social Responsibility Committee in accordance with the
provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014; vide Board Resolution dated May 13, 2024.

The CSR Committee is responsible for formulating and recommending a CSR Policy, monitoring its
implementation, and ensuring that the Company undertakes socially responsible initiatives in accordance
with the applicable laws.

E. CONSTITUTION OF IPO COMMITTEE

The Company has constituted IPO Committee, vide Board Resolution dated May 13, 2024.
The Committee is comprised of the following members:

23. REPORTING OF FRAUDS BY AUDITORS

For the financial year 2024-25, the Statutory Auditors have not reported any instances of fraud
committed by the officers or employees of the Company under Section 143(12) of the Companies Act,
2013.

24. STATUTORY AUDITORS

The Company in its Annual General Meeting held on September 30, 2020, appointed M/s KRA & Co.,
Chartered Accountants, New Delhi (Firm Registration No.: 020266N) the as Statutory Auditors of the
Company of a term of 5 years till the conclusion of Annual General Meeting to be held in the year 2025.
Their tenure will conclude at the ensuing Annual General Meeting scheduled to be held on [22-08-2025].

Based on the recommendation of the Audit Committee, the Board of Directors of the Company, has
proposed the appointment of M/s PARV AND Co. Chartered Accountants FRN-029582N, as Statutory
Auditors of the Company for a term of [five] consecutive years from the conclusion of this Annual General
Meeting until the conclusion of the Annual General Meeting to be held in 2030, subject to the approval of
shareholders.

M/s PARV AND Co. Chartered Accountants FRN-029582N, have consented to the appointment and
confirmed that they satisfy the eligibility criteria prescribed under Sections 139 and 141 of the
Companies Act, 2013 and the rules made thereunder.

The Board recommends the resolution as set out in Item No. [3] of the accompanying Notice for approval
of the members of the Company as an Ordinary Resolution. Accordingly, approval of the members is
sought for appointment of M/s PARV AND Co. Chartered Accountants FRN-029582N as the Statutory
Auditors of the Company and to fix their remuneration.

25. APPOINTMENT AND RATIFICATION OF REMUNERATION TO COST AUDITORS FOR FINANCIAL
YEAR ENDING 31^st MARCH. 2026

The Board of Directors of the Company, on the recommendation of the Audit Committee, has approved
the appointment of M/s Harendra Kumar Pareek & Co,, Cost Accountants (Registration Membership
Number-37928), as the Cost Auditors of the Company for conducting the audit of the cost records of the
Company for the financial year ending March 31, 2026.

In accordance with the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the
Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors, as approved
by the Board of Directors, is required to be ratified by the shareholders of the Company.

The Board has, based on the recommendation of the Audit Committee, approved a remuneration of Rs.
[70000] (Rupees Seventy Thousand) plus applicable taxes and reimbursement of out-of-pocket expenses
to M/s Harendra Kumar Pareek & Co,for the said audit.

26. APPOINTMENT OF M/S. GNK & ASSOCIATES. COMPANY SECRETARIES fCOP-7391) AS
SECRETARIAL AUDITORS OF THE COMPANY.

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company
and certain prescribed classes of companies are required to annex with their Board’s Report a Secretarial
Audit Report, in Form MR-3, issued by a Practising Company Secretary.

In view of the above, the Board of Directors of the Company, on the recommendation of the Audit
Committee, has approved the appointment of M/s. GNK & ASSOCIATES, Company Secretaries (COP-
7391), as Secretarial Auditors of the Company for a term of five financial years commencing from
the financial year 2025-26 up to and including 2029-30.

M/s. GNK & ASSOCIATES, Company Secretaries (COP-7391), Company Secretaries, have consented to act
as Secretarial Auditors of the Company and confirmed that they are eligible to be appointed under the
applicable provisions of the Companies Act, 2013.

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit
Report, in Form MR-3, for FY 31-03-2025, is annex as annexure-2.

27. DEPOSITS

During the financial year 2024-25, the Company has not accepted any deposits from the public within the
meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits)
Rules, 2014.

Accordingly, no amount remains unpaid or unclaimed as deposits as on March 31, 2025, and there have
been no default in the repayment of deposits or payment of interest thereon.

28. LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013, the Company hereby states the following:

• The Company has not granted any loans to any related party, including directors, nor has it taken
any loans from directors during the financial year.

• The Company has also not provided any guarantees or securities in connection with any loan to
any person or body corporate.

• However, during the financial year, the Company made an investment of ^180 lakhs in its
subsidiary company, Barflex Flexibles Private Limited, in accordance with the provisions of
Section 186.

Details of the above investment are provided in the Notes to the Financial Statements. Kindly refer to the
relevant Note for further information.

29. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length
basis and were in the ordinary course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the interest of the Company. the disclosure
of transactions with related parties for the financial year, as per Accounting Standard -18 Related Party
Disclosures is given in Note no 33 to the Balance Sheet as on March 31, 2025.

Further all the necessary details of transaction entered with the related parties as defined under Section
188 of the Companies Act, as defined under Section 2 (76) of the said Act are attached herewith in form
no. AOC-2 as Annexure -3 to this Report.

30. SEGMENT REPORTING

Segments have been identified in accordance with Accounting Standard 17 - “Segment Reporting”,
considering the nature of the Company’s products and services, associated risks and returns,
organizational structure, and internal financial reporting systems.

The Company is primarily engaged in the manufacture and sale of flexible packaging materials, which
constitutes its sole business segment. Based on the assessment made by the management and reviewed
by the Board of Directors, the Company operates in a single business and geographical segment.

Further, revenue from export operations constitutes less than 10% of the total revenue during the year.
Therefore, no separate geographical segment disclosure is required under the applicable accounting
standards.

31. MEETINGS OF THE BOARD / COMMITTEE’S HELD DURING 2024-2025
A. MEETINGS OF THE BOARD OF DIRECTORS DURING 2024-2025

The Board met at regular intervals to ensure effective governance and timely decision-making in the
interest of the Company and its stakeholders.

During the financial year, a total of 15 (Fifteen) meetings of the Board of Directors were held. The
schedule of Board Meetings held during the financial year along with the number of Directors who
attended each meeting is provided in the table below:

During the financial year, one meeting of the IPO Committee was held. The schedule of Meeting held
during the financial year along with the number of Members, who attended each meeting is provided in
the table below:

C. MEETINGS OF THE NOMINATION AND REMUNERATION COMMITTEE DURING 2024-2025

During the financial year, one meeting, of Committee was held. The schedule of Meeting held during the
financial year along with the number of Members, who attended each meeting is provided in the table
below:

D. MEETINGS OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE DURING 2024-2025

During the financial year, one meeting, of Committee was held. The schedule of Meeting held during the
financial year along with the number of Members, who attended each meeting is provided in the table
below:

E. MEETINGS OF THE CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE DURING 2024¬
2025

During the financial year, two meetings, of Committee was held. The schedule of Meeting held during the
financial year along with the number of Members, who attended each meeting is provided in the table
below:

During the financial year, three meetings, of Committee were held. The schedule of Meeting held during
the financial year along with the number of Members, who attended each meeting is provided in the table
below:

32. BOARD EVALUATION

The Board conducted a comprehensive evaluation of its overall effectiveness, as well as that of individual
Directors / Committee, by soliciting their feedback on various aspects of Board governance.

The evaluation encompassed key areas including contribution to and oversight of corporate governance
practices, participation in long-term strategic planning, and the fulfillment of Directors'' duties and
fiduciary responsibilities. Particular emphasis was placed on active engagement and participation during
Board meetings.

The Board carefully considered and deliberated on the inputs received from the Directors. Additionally,
the Independent Directors convened separately to review the performance of the Board as a whole, the
Chairman, and the Non-Executive Directors, thereby ensuring an objective assessment process.

33. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of Barflex Polyfilms
Limited hereby confirms that:

a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanations relating to any material departures;

b) The Directors have 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 the end of the financial
year and of the profit and loss of the Company for that period;

c) The Directors have taken proper and sufficient care 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) The Directors have prepared the annual accounts on a going concern basis;

e) Being a listed Company, the Company has complied with all applicable provisions
relating to the preparation and presentation of financial statements;

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

34. INTERNAL FINANCIAL CONTROLS

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the
Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies
(Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with
reference to the financial statements to be disclosed in the Board''s report. To ensure effective Internal
Financial Controls the Company has laid down the following measures:

1 The internal financial control systems are commensurate with the size and nature of its
operations.

2 All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any,
is seriously taken by the management and corrective actions are taken immediately. Any
amendment is regularly updated by internal as well as external agencies in the system.

3 Approval of all transactions is ensured through a preapproved Delegation of Authority
Schedule which is reviewed periodically by the management.

4 The Company follows a robust internal audit process. Transaction audits are conducted
regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets.

Fixed Asset verification of assets is done on an annual basis. The audit reports for the above
audits are compiled and submitted to Board of Directors for review and necessary action.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per Companies Act, 2013, provisions of Section 135 of the Companies Act, 2013, read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, all Companies having a net worth of Rs.
500 Crore or more, or a turnover of Rs. 1,000 Crore or more or net profit of Rs. 5 Crore or more during
any financial year are required to spend as CSR. All such Companies are required to spent at least 2% of
the average net profits of their three immediately preceding financial years on CSR-related activities.

Barflex Polyfilms Limited meets the applicability criteria under Section 135. Accordingly, a CSR
Committee has been duly constituted in compliance with the provisions of the Act.

The CSR Committee is responsible for formulating and recommending a CSR Policy, monitoring its
implementation, and ensuring that the Company undertakes socially responsible initiatives in accordance
with the applicable laws.

The CSR Committee has identified key focus areas for the Company’s CSR activities, fall within the scope
of Schedule VII of the Companies Act, 2013. During the year, CSR funds were primarily allocated to a
designated corpus and were utilized throughout the year in alignment with the approved CSR Policy.

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the details of CSR initiatives and expenditure
undertaken by the Company during the financial year are provided in Annexure 4 to this Report.

36. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUTGO

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo
required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts)
Rules, 2014 are provided hereunder:

37. RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Company''s
businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide
approach to Risk Management is being adopted by the Company and key risks will now be managed
within a unitary framework. As a formal roll-out, all business divisions and corporate functions will
embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key
business risks and their mitigation are considered in the annual/strategic business plans and in periodic
management reviews. The risk management process in our multi-business, multi-site operations, over
the period of time will become embedded into the Company’s business systems and processes, such that
our responses to risks remain current and dynamic.

38. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is in process of forming a policy.

39. REGULATORY ACTION

There are no significant and material orders passed by the regulators or courts or Tribunals that could
impact the going concern status and operations of the Company in future.

40. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC)

During the financial year under review, no application has been made and no proceeding is pending
against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC).

The Company has not been involved in any Corporate Insolvency Resolution Process during the year.

41. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNTS OF THE VALUATION DONE

The company has never made any one-time settlement against the loans obtained from Banks and
Financial Institution and hence this clause is not applicable.

42. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

No corporate action requiring implementation was pending or failed during the period.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

The Directors state that during the year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

44. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all areas of
the business. The Company has a structured induction process at all locations and management
development programs to upgrade skills of managers. Objective appraisal systems based on key result
areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning
and organizational development. This is a part of our Corporate HR function and is a critical pillar to
support the organization’s growth.

45. HEALTH. SAFETY AND ENVIRONMENT PROTECTION

The Company''s Health and Safety Policy commits to comply with applicable legal and other requirements
connected with occupational Health, Safety and Environment matters and provide a healthy and safe
work environment to all employees of the Company.

46. SECRETARIAL STANDARDS

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

47. APPRECIATION AND ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work,
dedication and commitment. The Board places on record its appreciation for the support and co¬
operation, your Company has been receiving from its Suppliers, Retailers, Dealers & Distributors, Team of
RTA, Team of NSDL and CDSL, Team of Merchant Bankers, Team of Auditors, Team of Company
Secretaries, and others associated with the Company. The Directors also take this opportunity to thank all
Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support.

For and on Behalf of Board of BARFLEX POLYFILMS LIMITED

Sd/- Sd/-

Jaiwant Bery Krishan Mohan Pandey

Managing Director whole time Director

DIN:00380445 DIN:10426591

A-41, First Floor, MIG-79, Sector-1, Vill-Parwanoo,

Friends Colony East, Kasauli, Himachal Pradesh-173220

New Delhi-110065

Place: New Delhi
Date: 29-July-2025

Contact Us:

BARFLEX POLYFILMS LIMITED
CIN: U25209DL2005PLC132346

Regd. Office: A-33, Third Floor, Fiee Complex, Okhla Industrial Area, Ph-2,

Near C Lal Chowk, New Delhi, India, 110020
Phone: 9810021106
Email Id: [email protected]
Website: https://barflex.co.in/

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