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Company Information

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FLEX FOODS LTD.

08 October 2026 | 12:00

Industry >> Food Processing & Packaging

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ISIN No INE954B01018 BSE Code / NSE Code 523672 / FLEXFO Book Value (Rs.) 6.35 Face Value 10.00
Bookclosure 25/07/2025 52Week High 69 EPS 0.00 P/E 0.00
Market Cap. 61.94 Cr. 52Week Low 29 P/BV / Div Yield (%) 7.84 / 0.00 Market Lot 1.00
Security Type Other

NOTES TO ACCOUNTS

You can view the entire text of Notes to accounts of the company for the latest year
Year End :2026-03 

(iii) Rights, preferences and restrictions attached to shares Equity Shares

The Company has one class of equity shares having a par value of Rs.10/- each. Each shareholder is eligible for one vote per share held.In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

General Reserve

General reserve was created in accordance with erst while Companies Act, 1956 and rules there under by transferring the surplus of profit and loss to the general reserve, as per the limits laid down thereunder on distribution of profits to shareholders as dividend. This is a part of free reserves and can be used for the purpose of distribution to shareholders

Previous year figures have been given in brackets.

(i) These are secured a) by the way of first pari passu charge of movable fixed assets-plant and machinery and other specific movable fixed assets (excluding vehicle), present and future along with term lenders b) on Second pari passu charge by way of Hypothecation on entire current assets of the company including stocks of Raw material, WIP, Finished Goods, Stores and Spares, Book Debts and all other current assets (both present and Future) of the company c) personal guarantee of one of the Director of the company, First pari passu charge of company's immovable fixed assets-Land and Building situated at Dehradun (Uttrakhand) and at Devaganapalli, Krishnagiri.

(ii) Vehicle Loans are secured by way of hypothecation of Specific Vehicles of the Company.

# Working capital facilities are secured on first Pari passu charge basis (i) by way of hypothecation of stock and book debts of the company; and (ii) collaterally secured on second pari passu charge basis; (a) by way of hypothecation of fixed assets; (b) by mortgage of immovable properties of the company situated at Lal Tappar Industrial Area and Chak Jogiwala (Chidderewala), Dehradun (Uttarakhand) and at Devaganapalli, Krishnagiri, Tamil Nadu (c) by personal guarantee of one of the Director of the Company.

The expected benefits increases are based on the same assumptions as are used to measure the Company's defined benefit plan obligations as at 31st March 2026. The Company is expected to contribute Rs. 112.55 lacs to defined benefits plan obligation fund for the year ending 31st March 2027.

The significant accounting assumptions are the discount rate and expected salary increase. The senstivity analysis below have been determined based on reasonable possible changes of the respective assumptions occurring at the end of the reporting period while other assumptions are constant.

If the discount rate increases/(decreases by 0.5%), the defined benefit plan obligations would increase by Rs. 21.12 Lacs (decrease by Rs.22.24 Lacs) as at 31st March 2026.

If the expected salary growth increases/(decreases by 0.5%), the defined benefit plan obligations would increase by Rs. 45.79 Lacs (decrease by Rs.41.97 Lacs) as at 31st March 2026.

The sensitivity analysis presented about may not be representative of the acutal change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

On November 21,2025, the Government of India notified the four Labour Codes - the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 - consolidating 29 existing labour laws. The Ministry of Labour & Employment published draft Central Rules and FAQs to enable assessment of the financial impact due to changes in regulations. The Company has considered restructured compensation of its employees with effect from April 1,2026, and assessed the impact of the changes, consistent with the Labour Codes, draft rules, FAQs and legal opinion. Considering the impact is not material, the Company has presented such an incremental impact under Employee benefit expense note no. 24 in the statement of profit and loss for the year ended March 31, 2026 amounting to Rs. 15.88 lacs for gratuity and amounting to Rs. 10.42 lacs for leave encashment. The deferred tax increased by Rs. 6.62 lacs due to increase in gratuity and leave encashment obligation arising from the New Labour Codes. The Company continues to monitor the finalisation of Central / State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effects on the basis of such developments as needed.

32 CONTINGENT LIABILITIES AND COMMITMENTS

(Rs. In Lacs)

Particulars

As At 31.03.2026

As At 31.03.2025

A

Contingent Liabilities

Claims against the company not acknowledged as debt

(i)

Demand raised by Customs & Central Excise Department which are contested by the company (Including interest & Net of Demand Deposits).

14.70

14.70

ii)

Guarantees Issued by the Bank( Net of Margin)

-

-

iii)

Letters of Credit (Unexpired) issued by Banks (Net of Margin)

-

-

iv)

Import duty obligation on outstanding export commitment under advance Licence EPCG Schemes.

122.22

924.27

iv)

Retrospective Payout for Payment of Bonus for the Financial Year 2014-15 has not been provided for in the Books of Accounts based on the matter being contested by third parties and/or stay granted by various High Courts of India in respect of this matter.

39.28

39.28

iiiv)

Demand raised by Goods and service tax department which are contested by the company (Including Penalty)#

619.30

-

Total (A)

795.50

978.25

B

Commitments

Estimated amount of contracts remaining to be executed on capital account (Net of Advances) and not provided for in the Books of Accounts.

-

15.96

Total(B)

# The company has filed appeal before Appellate authority in April 2026

-

15.96

35 In the opinion of the board and to the best of their knowledge, value of realisation of assets, other than property,,plant & equipment in the ordinary course of the business, would not be less than the amount at which they are stated in the balance sheet.

36 Balances of some of the parties are subject to reconciliation & confirmations.

37 The Board of Directors of the company has not recommended final dividend for the Financial Year ended 31st March 2026 (Previous Year Rs.0.50 per share aggregating to Rs.62.25 Lacs).

38 The Previous year's figures have been regrouped and reclassified wherever necessary.

39 Financial Instruments Financial Instruments by category:

The carrying value and fair value of financial instruments by categories as of March, 31 2026 & as of March,31 2025 were as follows:

Fair Value Hierarchy Disclosures:

Level 1- Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: Input other than quoted price included within Level 1 that are observable for the assets or liability; either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs)

Financial Risk Management :

In the course of business, amongst others, the Company is exposed to several financial risks such as Credit Risk, Liquidity Risk, Interest Rate Risk, Exchange Risk & Commodity Price Risk. These risks may be caused by the internal and external factors resulting into impairment of the assets of the Company causing adverse influence on the achievement of Company's strategies, operational and financial objectives, earning capacity and financial position.

The Company has formulated an appropriate policy and established a risk management framework which encompass the following process.

- Identify the major financial risks which may cause financial losses to the company

- Assess the probability of occurrence and severity of financial losses

- Mitigate and control them by formulation of appropriate policies, strategies, structures, systems and procedures

- Monitor and review periodically the adherence, adequacy and efficacy of the financial risk management system.

The Company enterprise risk management system is monitored and reviewed at all levels of management, Internal Auditors, Statutory Auditors, Audit Committee and the Board of Directors from time to time.

Credit Risk:

Credit Risk refers to the risks that arise on default by the counter party on its contractual obligation resulting into financial loss to the company. The company may carry this Risk on Trade and other receivables, liquid assets and some of the non current financial assets.

In case of Trade receivables, the company has framed appropriate policy for extending credits period & limit to each customer based on their profile, financial position and their external rating etc. The collections of trade dues are strictly monitored . In case of Export customers, even credit guarantee insurance is also obtained.

The credit risk on cash, cash equivalent and fixed deposit are insignificant as counter parties are public sector banks. The non current financial assets include security deposit with Govt. body, hence no associated credit risk

Liquidity Risk

Liquidity Risk arises when the company is unable to meet its short term financial obligations as and when they fall due.

The company maintains adequate liquidity in the system so as to meet its all financial liabilities timely. In addition to this, the company's overall financial position is very strong so as to meet any eventuality of liquidity tightness.

Interest Rate Risk :

Generally market linked financial instruments are subject to interest rate risk. The company does not have any marked linked financial instrument both on the asset or liability side. Hence no interest rate risk.

However the interest rate in respect major portion of borrowings by the Company from the banks and others are linked with the Benchmark / Base Prime lending rate of the respective lender and in case of foreign currency borrowings the same is linked with LIBOR . Every fluctuation in the base rate of the bank either on the higher or lower side will result into financial loss or gain to the company

The amount which is subject to the change in the interest rate is of Rs.16035.04 Lacs out of the total debt of Rs.30665.27 Lacs

Based on the structure of debt as at year end, a one percentage point increase in the debt would cause an additional expense in the net financing cost of Rs. 160.35 Lacs.

Foreign Exchange Risk :

The company is exposed to the foreign currency risk from transactions. Transactional exposures are arising from the transactions entered into foreign currency. Management keeps a close watch of the maturity of the financial assets in foreign currency and payment obligations of the financial liabilities.

The company imported goods for insignificant amounts on trade account. Approximately 81.22% of revenue were earned in foreign currency due to nature of business being exports. In a way, Company is a net foreign exchange earner.

The Company did not undertake hedging to cover exchange risk and kept its foreign exchange exposure open mainly due to its supplies to customers overseas which were on Credit and it recoursed to discounting of such supply bills with its bankers. In this situation, the Exchange rate was crystalised on the date of discounting & did not remain open ended till the date of realization of Export proceeds. This measure also mitigated the Exchange Rate Risk.

Commodity Price Risk :

Raw materials which company procures from the open market are agricultural products, production of which is directly effected by weather conditions and pricing is linked to the prevailing demand & supply conditions of the products. Company mitigate this risk by bulk buying during season for off season use.

The company has been operating in a global competitive environment due to its dependence mainly on Exports. The competition has been becoming more fierce and it has been subject to major competition from other Asian Countries largely China which has been causing pressure on the product prices & volumes resulting into drop in the selling prices and profit margins.

In order to combat this situation, the Company formulated manifold plans and strategies to develop new customers, focus on newer product developments to increase its product portfolio and also accelerate its efforts to develop domestic market for its products. In addition to this, it has also been focusing on improvement in products quality and productivity of operations. With these measures, company expects to counter the commodity price risk.

Risk Management Strategy Related to Biological Assets

Regulatory and Environmental Risks

The Company is subject to laws and regulations in the locations in which it operates. The company has established environmental policies and procedures aimed at compliance with local environmental and other laws.

Supply and Demand Risk

The Company is exposed to risks arising from fluctuations in the price and sales volume of its product i.e. Fresh Mushroom. Management performs regular industry trend analysis to project harvest volumes and pricing. Where possible, the company manages this risk by aligning its harvest volumes to market supply and demand.

Climate and other Risks

The company's biological asset is exposed to the risk of damage from climatic changes, diseases and other natural forces. The company has extensive processes in place aimed at monitoring and mitigating these risks, including growing under controlled conditions.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The primary objective of the Company's capital management is to maximize the shareholder value. The Company's primary objective when managing capital is to ensure that it maintains an eff icient capital structure and healthy capital ratios and safeguard the Company's ability to continue as a going concern in order to support its business and provide maximum returns for shareholders. The Company also proposes to maintain an optimal capital structure to reduce the cost of capital

The management of the Company reviews the Capital structure of the Company on regular basis. As part of this review, the Board considers cost of capital and the risk associated with the movement in the working capital. No changes were made in the objectives, policies or processes for managing capital during the year ended March 31,2026 and March 31,2025.

Note:

# The Ratio is adversely impacted by the losses incurred by the company primarily due to the losses on account of foreign currency exchange losses on its outstanding foreign currency loans and the outstanding unsecured loans secured by the company from its related parties within the promoter group for stabilization of the new project at Krishnagiri, Tamil Nadu

## The improvement in the ratio is primarily attributable to improved EBITDA performance during the year. However, the Company has also availed unsecured loans, resulting in higher finance costs on account of additional borrowings.

### The Ratio is adversely impacted by the losses incurred by the company primarily due to the losses on account of foreign currency exchange losses on its outstanding foreign currency loans leading to further reduction in shareholders fund in current year. Further, due to increase in consumption of raw material on account of increase in sales in current year as compared to previous year.

(iv) No proceeding has been initiated or pending against the Company for holding any benami property under the Benami Transaction (Prohibition) Act, 1988 (43 of 1988) and the rules made thereunder.

(v) As per information available with the Management, the Company does not have any transaction with companies struck off under Section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

(vi) No funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other person(s) or entity(ies) identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(vii) There was no charge or satisfaction, which is yet to be registered with concerned Registrar of Companies, beyond the period permitted under the Companies Act,2013.

(viii) The Company has not been declared as wilful defaulter by any bank or financial institution or other lender.

(ix) There's no transaction which has not been recorded in the books of accounts and disclosed or surrendered as income during the year in the tax assessments under the Income Tax Act, 1961.

(x) The Company is in compliance with the regulation as to the number of layers of companies prescribed under clause (87) of section 2 of the Companies Act, 2013 read with Companies (Restoration on number of Layers) Rules, 2014.

(xi) The Company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.

(xii) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(xiii) No loans and advances in nature of loans have been granted to Promoter, KMP, Director and related parties during the year.