CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the Financial Year 2023-24 ('2023-24') ended March 31,2024 are prepared in compliance with the applicable provisions of the Companies Act, 2013 ('the Act'), Indian Accounting Standards ('Ind AS') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ['SEBI (LODR) Regulations'] which shall also be provided to the Members in their forthcoming Annual General Meeting ('AGM').

PERFORMANCE AND STATE OF THE COMPANY'S AFFAIRS

During the year under review, the Standalone revenue from operations increased by 1.64% to ' 9,186.63 million as against ' 9,038.72 million in the previous financial year. The net profit after tax increased by 5.89% to ' 1,181.65 million as against ' 1,115.98 million in the previous financial year. The consolidated revenue from operations increased by 3.83% to ' 9,787.25 million as against ' 9,426.60 million in the previous financial year. The consolidated net profit

after tax increased by 1.23% to ' 1,184.81 million as against ' 1,170.39 million in the previous financial year.

In India, our products reach consumers through a diverse nationwide sales and distribution network, consisting of super-stockists, distributors, direct dealers, wholesalers and retailers. Besides traditional distribution channels, our products are also sold through modern retail outlets, as well as e-commerce platforms. We provide customised corporate gifting products to our corporate customers. Our Company has the largest distributor/dealer network and wholesale/retailer network, in the writing instruments segment in India, comprising approximately 150 superstockist, 8,000 distributors/dealers and approximately 330,000 wholesalers/retailers, as of March 31, 2024. We also conduct distribution through our Company's Flair Sporty division, which is the super-stockist for the Mumbai region. We had 68 international distributors catering to a specific region or country. Our products were sold by us and our distributors in 95 countries as of March 31, 2024. We also manufacture writing instruments as an OEM for export and domestic markets for certain international companies.

PUBLIC DEPOSITS

Your Company has not accepted any deposits during the year under review falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO GENERAL RESERVE

Your Company has not transferred any amount to General Reserve for the year 2023-24.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the nature of business of the Company.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company in their meeting held on June 09, 2023 approved and adopted a Policy on Distribution of Dividend to comply with Regulation 43A of SEBI (LODR) Regulations and the same is uploaded on website of the Company at https://flairworld.in/DataFiles/ CorporateGovernance/CorporatePolicies/Corporatepolicy_ Dividend_Distribution_Policy.pdf

DIVIDEND

With just four months of being listed as of 31st March 2024 and after careful consideration, the Directors have elected not to propose a dividend for the financial year ended March 31,2024.

Material changes affecting the financial position of the Company occurred between the end of the financial year and the date of the report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report.

CHANGE IN SHARE CAPITAL

The Authorised Share Capital of the Company is ' 550,000,000/- (Rupees Five Hundred Fifty million only) divided into 1,100,000,000 (Eleven Hundred million) Equity Shares of face value of ' 5/- (Rupees Five only) each.

PRIVATE PLACEMENT, INITIAL PUBLIC OFFERING & LISTING OF EQUITY SHARES OF THE COMPANY

During the year under review, your company has issued 2,401,315 equity shares of face value of ' 5/- each at price of ' 304/- per equity share including premium of ' 299/- per

equity share aggregating to ' 730 million on a preferential basis through private placement to Volrado Venture Partners Fund III BETA.

Subsequently, your Company made an Initial Public Offering ("IPO" or "Issue") of 19,506,578 equity shares of face value of ' 5/- each of the Company for cash at a price of ' 304/- per equity share, including a premium of ' 299/-per equity share aggregating to ' 5,930 million, comprising of a fresh issue of 9,605,263 equity shares aggregating to ' 2,920 million and an offer for sale of 9,901,315 equity shares aggregating up to ' 3,010 million by the selling shareholders. The issue opened on November 22, 2023 and closed on November 24, 2023. The issue was led by book running Lead Managers viz. Nuvama Wealth Management Limited (formerly known as Edelweiss Securities Limited) and Axis Capital Limited.

Details of changes in paid-up equity share capital and Equity shares during the year under review, are as under:

The Company successfully completed the IPO process and the equity shares of the Company were listed on National Stock Exchange of India Limited and BSE Limited on December 01,2023.

PROCEEDS FROM INITIAL PUBLIC OFFERING

The details of the proceeds of the Fresh Issue are set forth below:

Your Company has appointed ICRA Limited as Monitoring Agency in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2018 ("ICDR Regulations"), as amended from time to time, to monitor the utilisation of IPO proceeds and the Company has obtained monitoring reports from the Monitoring Agency from time to time confirming no deviation or variation in the utilisation of proceeds of the IPO from the objects stated in the Prospectus dated November 25, 2023. The Company has submitted the statement(s) and report as required under Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements Regulations), 2015 ("Listing Regulations") to both the exchanges where the shares of the Company are listed, namely, National Stock Exchange of India Limited and BSE Limited and on timely basis.

Your Directors would like to thank the merchant bankers - Nuvama Wealth Management Limited (formerly known as Edelweiss Securities Limited) and Axis Capital Limited and legal counsels involved with the IPO - S&R Associates and Induslaw and Registrar to the Offer - Link Intime India Private Limited and Statutory Auditors of our company -M/s. Jeswani & Rathore, Chartered Accountants and our Strategic Advisors for helping the Company in achieving

successful IPO and listing. Your Directors would also like to thank the regulators SEBI and ROC for enabling the Company to take its equity story to the public market. Your Directors would like to express the appreciation to the Stock Exchanges for extending co-operation in the listing process. Last but not the least, your Directors extend their heartfelt gratitude to the shareholders for investing in the IPO and reposing their continuous trust and faith in the Company & its management.

SUB-DIVISION/SPLIT OF EQUITY SHARES

During the year under review, there has been no change in the face value of Issued, Subscribed and Paid-up Equity Share Capital of the Company. The face value of Issued, Subscribed and Paid-up Equity Share Capital is ' 5/- each fully paid-up.

RELATED PARTY TRANSACTIONS

In compliance with Sections 177 and 188 of the Act, along with relevant Rules and Regulation 23 of SEBI (LODR) Regulations, your Company obtained prior approval from the Audit Committee before engaging in related party transactions.

Throughout the fiscal year 2023-24, all related party transactions (RPTs), as defined under the Act and Listing Regulations, were conducted in the ordinary course of business and at arm’s length. These transactions did not fall under the purview of Section 188 of the Act of 2013 and its associated rules. No significant transactions with related parties that posed conflicts of interest necessitated Company approval as per Listing Regulations.

Furthermore, there were no such transactions that necessitated reporting in Form No. AOC-2, as per Section 134(3)(h) in conjunction with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Routine transactions with related parties, such as promoters, holdings, subsidiaries, and associates, were reported in compliance with Indian Accounting Standard 24 (IND AS 24), detailed in the Annual Report for the year ending March 31,2024.

The Company has established a Policy on Related Party Transactions in accordance with the Act and SEBI (LODR) Regulations. This policy ensures comprehensive processes for reporting, approval, and disclosure of transactions between the Company and related parties. The policy document is available for reference on the Company’s website at https://flairworld.in/DataFiles/CorporateGovernance/ CorporatePolicies/Corporatepolicy_Policy_on_Materiality_ of_Related_Party_Transactions.pdf..

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Standalone Financial Statements.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company has two subsidiaries, viz. - Flair Writing Equipments Private Limited (‘FWEPL') and Flair Cyrosil Industries Private Limited (‘FCIPL'). The Company does not have any associates and joint venture companies.

To comply with the provisions of Section 129(3) of the Act, a separate statement containing salient features of Financial Statements of Subsidiaries, Associates and Joint Venture of your Company (including their performance and financial position) in prescribed Form AOC-1 forms part of this annual report as Annexure I.

Financial Statements of the aforesaid Subsidiary companies are kept open for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holiday up to the date of AGM

i.e. August 22, 2024 between 11:00 a.m. to 5:00 p.m. as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or Corporate Office. The Financial Statements including the Consolidated Financial Statements and all other documents required to be attached with this Report have been uploaded on website of the Company under Investor Relations page at https://flairworld.in/.

To comply with the provisions of Regulation 16(c) of SEBI (LODR) Regulations, the Board of Directors of the Company have approved and adopted a Policy for determination of Material Subsidiary. As on March 31, 2024, none of the subsidiaries are identified as a material subsidiary of the Company in terms of the said Policy. Policy for determination of Material Subsidiary is uploaded on website of the Company at https://flairworld.in/DataFiles/CorporateGovernance/ CorporatePolicies/Corporatepolicy_Policy_on_Determining_ Material_Subsidiary.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

To comply with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Mohit Khubilal Rathod (DIN: 00122951) and Mr. Sumit Rathod (DIN: 02987687) Whole-time Director(s) are liable to retire by rotation at the ensuing AGM and being eligible, seeks re-appointment. The Board of Directors, on the recommendation of Nomination and Remuneration

Committee ('NRC’), recommended their re-appointment for consideration by the Members at the ensuing AGM. Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI (LODR) Regulations and are in compliance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties as Independent Directors of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity (including the proficiency) and fulfils the conditions specified in the Act read with Rules made thereunder and SEBI (LODR) Regulations and are eligible & independent of the management.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act. Brief resume and other details of the Directors being appointed/ re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (LODR) Regulations, is separately disclosed in the Notice of ensuing AGM.

Further, NRC and Board of Directors of the Company in their meetings held on May 25, 2024 and May 27, 2024 respectively approved and recommended the appointment of Mr. Deven Bipin Shah (DIN: 00604010) as a Non-Executive - Independent Director of the Company, not liable to retire by rotation, with effect from May 27, 2024 for approval of the Members at the ensuing AGM of the Company. The Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director and Mr. Deven Bipin Shah has also consented to act as Non-Executive - Independent Director of the Company and affirmed that he is not debarred from holding the office of Director by virtue of any order of SEBI or any other such Authority. The NRC and Board of Directors are of the view that his skill, background and experience are aligned to the role and capabilities identified by NRC and that he is eligible for appointment as a Non-Executive Independent Director of the Company.

KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Khubilal Jugraj Rathod-Chairman (DIN: 00122867), Mr. Vimalchand Jugraj Rathod (DIN- 00123007)- Managing Director, Mr. Rajesh Khubilal Rathod (DIN - 00122907), Mr. Mohit Khubilal Rathod (DIN-00122951) and Mr. Sumit Rathod (DIN- 02987687) Wholetime Directors of the Company and Mr. Mayur Gala, Chief Financial Officer, Mr. Vishal Chanda, Company Secretary and Compliance officer of the Company, continued to be the Key Managerial Personnel of your Company in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

BOARD EVALUATION

To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunder and Regulation 17(10) of SEBI (LODR) Regulations, the Board has carried out the annual performance evaluation of the Directors individually including the Independent Directors (wherein the concerned Director being evaluated did not participate), Board as a whole and following Committees of the Board of Directors:

i. Audit, Risk Management and Ethics Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders’ Relationship Committee; and

iv. Corporate Social Responsibility Committee.

The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report which forms part of this report. Board is responsible to monitor and review the evaluation framework.

Further, to comply with Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors also evaluated the performance of Non-Independent Directors, Chairman and Board as a whole at a separate meeting of Independent Directors.

BOARD AND COMMITTEES OF THE BOARD

The number of meetings of the Board and various Statutory Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.

REMUNERATION POLICY

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, the Company’s Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior

Management and other Employees of the Company is uploaded on website of the Company at https:// www.flairworld.in/DataFiles/CorporateGovernance/ CorporatePolicies/Corporatepolicy_Nomination_ Remuneration_Policy.pdf.

The Policy includes, inter alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management Personnel and other employees of the Company.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The statement of disclosure of remuneration under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ('Rules’), is attached to this report as Annexure - II.

Further, as per second proviso to Section 136(1) of the Act read with Rule 5 of the Rules, the Board’s Report and Financial Statements are being sent to the Members of the Company including the statement of particulars of employees as required under Rule 5(2) of the Rules. The said statement is also available for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holiday up to the date of AGM i.e. August 22, 2024 between 11:00 a.m. to 5:00 p.m.

AUDITORS AND AUDITOR'S REPORT

A. Statutory Auditors:

I n compliance with the Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, M/s. Jeswani & Rathore, Chartered Accountants, (FRN: 104202W) were re-appointed as Statutory Auditors of the Company by the shareholders of the Company in its Seventh Annual General Meeting held on June 26, 2023, to hold office for a period of 3 (three) consecutive years from the conclusion of the 7th (Seventh) Annual General Meeting until the conclusion of the 10th (Tenth) Annual General Meeting to be held in year 2026. They have also confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Statutory Auditor’s Report for the 2023-24 does not contain any qualification, reservation or adverse remark and forms part of the Annual Report. The Statutory Auditors have not reported any fraud under Section 143(12) of the Act.

B. Cost Audit

I n terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable on the Company for the year 2023-24.

C. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Board of Directors on recommendation of the Audit Committee, have appointed M/s. KPUB & Co, Company Secretaries (Firm Registration No.: P2015MH069000) to conduct Secretarial Audit of your Company.

The Secretarial Audit Report for the 2023-24 does not contain any reservation, qualification or adverse remark and is attached to this report as Annexure - III.

D. Internal Auditors:

The Board of Directors of the Company has appointed M/s. ASA & Associates LLP Chartered Accountants (Registered No. AAB- 7688) as the Internal Auditor of the Company for the 2023-24. The reports submitted by the Internal Auditor have been reviewed by the Audit Committee at regular intervals.

E. Internal Financial Controls

Your Company has in place adequate Internal Financial Controls. The report on Internal Financial Controls issued by M/s. Jeswani & Rathore, Chartered Accountants, Statutory Auditors of the Company is annexed to the Audit Report on the Financial Statements of the Company and does not contain any reportable weakness in the Company.

F. Quality Certification

The Company continued to have ISO 9001:2008 certification for 'Quality Management System Standard’ and ISO 14001:2004 certification for 'Environment Management System Standard’.

G. Risk Management

Risk Management is integral to your Company’s strategy and for the achievement of our long-term goals. Our success as an organisation depends on our ability to identify and leverage the opportunities while managing the risks.

The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits. There is no major risk which may threaten the existence of the Company. Our approach to risk management is designed to provide reasonable assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to Company’s Senior Management, the Audit Committee, the Risk Management Committee

and the Board. Your Company has framed and implemented a robust Risk Management Policy for the assessment, evaluation and minimisation of risk, which may be accessed at https://www.flairworld.in/ DataFiles/CorporateGovernance/CorporatePolicies/ Corporatepolicy_Risk_Management_Policies_and_ Procedure.pdf.

H. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

To comply with the provisions of Section 134 of the Act and Rules made thereunder, your Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

I. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of SEBI (LODR) Regulations, the Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters/ dealings within the Company. The same is detailed in the Corporate Governance Report which forms part of this report as Annexure VIII.

J. Corporate Social Responsibility (CSR)

Your Company has a Corporate Social Responsibility Policy which is uploaded on website of the Company at https://www.flairworld.in/DataFiles/ CorporateGovernance/CorporatePolicies/ Corporatepolicy_Corporate_Social_Responsibility.pdf. Annual Report on CSR activities for the year 2023-24 as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure - IV.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the

Act, the Directors state that:

a) I n the preparation of the annual accounts for the year 2023-24 the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they 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 your Company as at March 31,2024 and of the profits of the Company for the period ended on that date;

c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) t he annual accounts have been prepared on a going concern basis;

e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls were adequate and operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

OTHER INFORMATION

I. Management Discussion & Analysis Report

Management Discussion & Analysis Report for the Financial Year 2023, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, forms part of the Annual Report as Annexure - V.

II. Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report for the 2023-24 describing the initiatives taken by the Company from an Environment, Social and Governance perspective as stipulated under Regulation 34(2)(f) of SEBI (LODR) Regulations forms part of the Annual Report as Annexure VI.

III. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure VII.

IV. Corporate Governance Report

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The report

on Corporate Governance as stipulated under the SEBI (LODR) Regulations is attached to this report as Annexure VIII.

The certificate from M/s. KPUB & Co, Practicing Company Secretaries confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

AWARDS/RECOGNITIONS

Your Company has received the following awards:

Award for Top Exporter for FY 2022-23 and 2021-22 to the Company from the Plastic Export Promotion Council in the category for writing instruments.

Listing

The Equity Shares of the Company are listed on the National Stock Exchange of India Limited and BSE Limited. Both these stock exchanges have nation-wide trading terminals. Annual listing fee for the 2023-24 has been paid to the National Stock Exchange of India Limited and BSE Limited.

Annual Return

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company is uploaded on website of the Company at https://www.flairworld.in/investor-relation.aspx

Research and Development

During the year under review, no Research & Development was carried out.

Cautionary Statement

Statements in the Board’s Report and the Management Discussion & Analysis Report describing the Company’s objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

General

Your Directors confirm that no disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:

1. Issue of equity shares with differential voting rights as to dividend, voting or otherwise.

2. The Whole-time Directors of the Company does not receive any remuneration or commission from any of its subsidiaries.

record their appreciation for the valuable co-operation and support received from various Government Authorities, Banks/Financial Institutions and other stakeholders such as members, customers and suppliers, among others. Your Directors also commend the continuing commitment and dedication of employees at all levels which has been vital for the Company’s success. Your Directors look forward to their continued support in future.