## **Table of Contents** 1. [The Contradiction at the Core](#anchor1) 2. [What RFBL Flexi Pack Actually Does — And What It Is Becoming](#anchor2) 3. [The Numbers Behind the Growth Story](#anchor3) 4. [Where the IPO Money Is Going](#anchor4) 5. [The Promoter's Economics vs. The Investor's Ask](#anchor5) 6. [Valuation: What the Peers Say](#anchor6) 7. [Compliance, Litigation, and Governance Flags](#anchor7) 8. [The Bottom Line](#anchor8) --- <h2 id="anchor1"> The Contradiction at the Core </h2> RFBL Flexi Pack reported ₹832.91 lakh in profit after tax (PAT) in FY2025. In the same year, its operations consumed ₹1,244.03 lakh in cash. The company is reporting earnings it has not collected — and it is asking investors to fund the gap. RFBL Flexi Pack manufactures and trades printed multilayer flexible packaging materials — laminated film rolls, pouches, and wraps for food, pharmaceutical, and personal care clients. It operates from a single owned facility in Himatnagar, Gujarat, holds ISO 9001:2015 certification, and runs a pure B2B model. This is an SME IPO on NSE Emerge, which carries its own liquidity and governance context investors should factor in before applying. <h2 id="anchor2"> What RFBL Flexi Pack Actually Does — And What It Is Becoming </h2> The business model has undergone a structural shift the revenue headline obscures. In FY2023, manufacturing revenue was ₹4,124.11 lakh — 88.02% of total revenue. By FY2025, trading revenue had grown to ₹7,507.96 lakh, making it 55.43% of total revenue. By the eight months ended November 2025, trading had climbed to 62.37% against manufacturing's 37.63%. The company is becoming a trader of packaging materials, not a manufacturer. Trading revenue carries lower margins and creates higher dependence on third-party suppliers — the top 5 suppliers account for 98.22% of purchases as of November 2025. Capacity utilization reinforces this picture. Installed manufacturing capacity is 5,040 metric tonnes per year. In FY2025, the company used 2,658.10 MT — 52.74% of capacity. In the eight months ended November 2025, utilization was 36.04%. A company asking investors to fund a new manufacturing facility is currently using barely half its existing one. Customer concentration is extreme and worsening. As of November 2025, the top customer alone contributed 44.08% of revenue; the top five contributed 93.85%, up from 79.83% in FY2025 and 74.80% in FY2024. One concentration deserves special attention: Roopyaa Tradebizz Limited — the holding company and promoter — is also a customer. Revenue from this related party was nil in FY2023, ₹106.04 lakh (1.33%) in FY2024, and ₹2,411.11 lakh (17.80%) in FY2025. A meaningful portion of the revenue growth story is revenue from the promoter entity — not arm's-length market demand. <h2 id="anchor3"> The Numbers Behind the Growth Story </h2> Revenue grew from ₹4,685.65 lakh in FY2023 to ₹7,995.89 lakh in FY2024 to ₹13,546.07 lakh in FY2025. PAT followed: ₹66.98 lakh, ₹578.72 lakh, ₹832.91 lakh. EBITDA margin expanded from 2.86% in FY2023 to 10.67% in FY2024, then compressed to 9.28% in FY2025. Cash tells a different story. Operating cash flow was ₹48.03 lakh in FY2023, turned negative at -₹49.02 lakh in FY2024, and collapsed to **-₹1,244.03 lakh in FY2025** against ₹832.91 lakh in reported profit. Trade receivables surged from ₹318.45 lakh at March 2023 to ₹3,140.57 lakh at March 2025. Inventories rose from ₹441.58 lakh to ₹1,012.46 lakh over the same period. The company is extending credit and building stock to sustain revenue growth — and funding both with borrowed money. Long-term borrowings grew from ₹41.45 lakh at March 2023 to ₹942.25 lakh at March 2025. Short-term borrowings grew from ₹164.67 lakh to ₹945.25 lakh. There is also an unsecured, interest-free loan from the Managing Director of ₹801.31 lakh, repayable on demand. A company preparing to go public is carrying a demand loan from its own MD at zero interest — that is not a normal financing structure. <h2 id="anchor4"> Where the IPO Money Is Going </h2> The fresh issue of 70,65,000 shares at ₹47–₹50 per share aims to raise approximately ₹35 crore, with no offer for sale component. Identified use of proceeds: ₹1,241.30 lakh for capex (land, construction, and plant for a new Himatnagar facility) and ₹1,776.29 lakh for working capital. General corporate purposes absorb the balance, capped at 15% of gross proceeds or ₹10 crore. No independent appraisal of the stated use of proceeds is mentioned in the RHP. The working capital allocation honestly acknowledges the cash flow problem described above. The capex allocation raises a harder question: the existing facility ran at 52.74% utilization in FY2025 and 36.04% in the eight months to November 2025. The case for new capacity before existing capacity is meaningfully utilized is not made in the RHP. <h2 id="anchor5"> The Promoter's Economics vs. The Investor's Ask </h2> The promoter, Roopyaa Tradebizz Limited, holds 100% of pre-issue share capital at a weighted average cost of acquisition of ₹1.08 per share. The upper price band is ₹50. On July 7, 2025 — approximately four months before the RHP filing — the company issued a 12:1 bonus issue, creating 1,50,00,000 new shares at nil cost, capitalized from free reserves of ₹1,500.00 lakh. **New investors are being asked to pay ₹50 per share for a business whose promoter received the overwhelming majority of its shares at nil cost four months ago.** A CFO was appointed in January 2025, resigned in July 2025, and a replacement was appointed the same day. A CFO change six months before an IPO listing is a governance flag the RHP discloses but does not explain. <h2 id="anchor6"> Valuation: What the Peers Say </h2> The RHP names two listed peers: Uma Converter Limited (FY2025 revenue ₹22,754.42 lakh, basic EPS ₹1.33, P/E 14.85x) and Sabar Flex India Limited (revenue ₹14,771.82 lakh, basic EPS ₹0.37, P/E 13.92x). The industry average P/E stated in the RHP is 14.38x. RFBL Flexi Pack's adjusted basic EPS (post-bonus) for FY2025 is ₹5.13. Its RoNW for FY2025 is 60.18%, against Uma Converter's 3.66% and Sabar Flex's 2.12%. The RoNW figure looks exceptional — but it is calculated on a pre-bonus equity base of ₹125.00 lakh in share capital. After the 12:1 bonus issue, share capital expanded to ₹1,625.00 lakh. The post-bonus, post-IPO equity base will be materially larger, and the RoNW will look very different.