Felix Industries Ltd Auditor Reports

To the Members of

FELIX INDUSTRIES LIMITED AHMEDABAD.

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS: OPINION:

We have audited the accompanying Standalone Financial Statements of FELIX INDUSTRIES LIMITED

("the Company"), which comprise the Standalone

Balance Sheet as at March 31, 2026, the Standalone Statement of Profit and Loss, and the Standalone Statement of Cash Flows for the year then ended and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as "Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("Act") in the manner so required and give a true and fair view in conformity with the Accounting Standards prescribed under section 133 of the Act read with the

Rule 7 of the Companies (Accounts) Rules 2014 and other accounting principles generally accepted in In-dia, of the state of affairs of the Company as at March 31, 2026, and its profit and its cash flows for the year ended on that date.

BASIS OF OPINION:

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of the Standalone Financial

Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

EMPHASIS OF MATTER:

We draw attention to the following matters in the

Notes to the Standalone Financial Statements: I. Notes No. 32(e) relating to the non-provision for doubtful debts amounting to Rs. 92.18 lakhs of which amount of Rs. 76.15 lakhs classified as non-current trade receivables and amount of Rs.

16.03 lakhs classified as current trade receivables.

II. Note No. 18 relating to short term loans and advances of Rs. 7,159.60 lakhs given by the company to various parties including subsidiaries and associate companies.

III. Note No. 12, Note No. 1(q) and Note 32(f) relating to investment made in Foreign Subsidiary, In-dian Subsidiaries and Indian Associate Company. IV. Note No. 2, 3 & 32(d) relating to issue of convertible share warrants, conversion of share warrants into equity share capital & securities premium and forfeiture of share warrant money on expiration of exercise time.

Our opinion is not modified in respect of the above matter.

KEY AUDIT MATTERS:

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the following matters to be key audit matters to be communicated through our report.

1. Intangible Assets-Waste Water Recycling Process-PEA Efflu- ent:	Our audit procedure included
In earlier financial years, the company commenced design and development of Waste Water Recycling Process-PEA Effluent. The process was completed in the previous financial year on completion of development stage. The intangible asset is in the form of improved business process which is expected to be used in the production process or supply of goods or provision of services and from which future economic benefits are expected to flow to the company in the form of revenue generation. As informed to us, the process was completed in the earlier financial year on completion of development stage. The expenditures incurred on the design and development of the process has been treated as "Intangible Assets" in the standalone financial statements.	- Obtaining basic understanding of the process.
The risks factors with the above matter are: (i) The company may not be able to fully utilise the process so as to make it available for continuous use in the production process or supply of goods or provision of services as the process may require further upgradation or research.	How the process will be - contin- uously available for use in the production process or supply of goods or provision of services.
(ii) Legal constraints and compliances if any for the registration of the process and the possibility of non-compliance by the company.	- How the company can use the process to generate future eco- nomic benefits.
	- Obtaining basis understanding of the process of registration if any.
	- Obtaining basic understanding as to the possible upgradation in the process.
2. Revenue Recognition: (Refer to Note No. 1(f) to the Standalone Financial Statements)	Our audit procedure included
Revenue from Sale of Goods is recognised when the property in Goods to the buyer for a price or all significant risks and rewards of ownership had been transferred to the buyer and no significant uncertainty existed as to the amount of consideration that would be derived from such sale.	- Assessing Companys revenue recognition accounting policies for compliance with accounting stan- dards.
Revenue in respect of service contract and build, operate and transfer module is recognized based on order/contract with the parties, completion of performance obligation, receipt of services by the parties, transfer of control over the properties transferred and reasonable expectation of realisation of sales/service consideration from the customers as determined by the management of the company. Accounting for revenue recognition is key audit matter as the company makes sale of goods under various contractual terms, delivery of goods to various areas and at times over a period of time, completion of performance obligations with respect to service contracts and build, operate and transfer module and expectation of realisation of sales/service consideration from the customers.	- Obtaining understanding of the process involved with regard to sale of goods and rendition of ser- vices.
The risks factors with the above matter are: (i) The revenue from sale of goods and provision of services may recognised over the period of time depending upon the interpretation of contractual terms, complexities involved in the execution of service contract and revenue recognition criterion determined by the company.	- Testing Controls regarding ser- vice contracts and implementa- tion process involved and events prompting completion of perfor- mance obligations.
(ii) There is possibility of diverse revenue trend in respect of service contract and build, operate and transfer depending upon the terms of contract with customers and occurrence of event prompting recognition of revenue.	- Checking Delivery Documents to the extent available.
	- Assessing the disclosures made by the company regarding reve- nue recognition.
	- Verification and Reconciliation of statutory returns filed with gov- ernment authorities regarding in- direct taxes.
3. Capital Work in Progress : (Refer to Note No.	Out audit procedure included
1(c) & 11 to the Standalone Financial Statements)
The costs of PPE under the process of acquisition, erection, development & installations have been capitalized as "Capital Work-in-Progress" and disclosed separately as "Capital Work-in-Progress" as a part of PPE. The costs of such "Capital Work- in-Progress" will be transferred to respective PPE on completion of acquisition, erection, development & installations such that economic benefits from the operations of such PPE will commence to flow to the company.	- Assessing Companys Capital Work in Progress accounting policies for compliance with account- ing standards vis-?-vis management assessment and process of recognition of Capital Work-In- Progress, Cost Component of each item of Cap- ital Work in Progress, the completion of respec- tive project held as Capital Work in progress, its conversion into Property, Plant & Equipment as available for productive and revenue generation purposes and depreciation charge thereon.
Accounting for recognition of Capital Work In Progress, the completion of work in progress in various stages and conversion into Property, Plant & Equipment as available for productive and revenue generation purposes and depreciation charge thereon is key audit matter as the company operates business model of Build, Own, Operate and Transfer (BOOT) for recognition of Property, Plant & Equipment.
The risks factors with the above matter are: (i) The accumulation and capitalization of various cost to capital work in progress involves management assessment of various costs components, cost allocation, identification of projects and its components for which the cost incurred, commencement of capitalization and completion of related work so as to be eligible for classification as item of PPE and commencement of depreciation charge on classification to item of PPE.	- Obtaining understanding of the process involved with business model, project identification, cost model, cost allocation system, cost capitalization of Capital Work-In- Progress, Transfer to PPE and Depreciation charge thereon and revenue recog- nition model from the expected continued use re- lated to each project.
(ii) There is possibility of that the management assessment may not be appropriate as to recognition of various projects or component of items of Capital Work in Progress, cost recognition, assessment and allocation, commencement and completion of capitalization and transfer to PPE and commencement of revenue recognition related each project and depreciation charge on recognition to PPE.	- Management review controls over calculations of the future economic benefit of the projects.
	- Evaluating managements assessment of whether costs recorded meet the capitalization criteria.
	- Testing Controls regarding identification of proj- ect, cost recognition and allocation, completion of project and transfer to PPE and commencement of depreciation charge.
	- Checking Purchase Orders, Agreements, Con- tracts, Documents & related communication to the extent available in this regard.
	- Assessing the disclosures made by the company regarding Capital Work-In-Progress.
4. Investment in Indian & Foreign Subsidiaries and Associates : (Refer to Note No. 1(q), 12 & 32(f) to the Standalone Financial Statements)	Our audit procedure included
Investments in subsidiaries i.e. domestic and foreign have initially been recognized at cost and subsequently carried at cost less accumulated impairment losses measured at the end of each year, if any.	- Obtaining understanding of company policies with regard to recognition of any entity as subsidiaries or associates as per applicable accounting stan- dards and statutory provisions vis-?-vis control or significant influence.
The investments in subsidiaries and associates are intended to be held for a period exceeding operating cycleofthebusinessofthecompanyandaccordingly it is classified as "Non-Current Investment" and has been carried at cost of acquisition in the financial statements.	- Assessing the companys policies with regard to recognition of any entity as subsidiaries or asso- ciates as per applicable accounting standards and statutory provisions vis-?-vis control or significant influence.
Accounting for recognition of control over entity - which has been recognized as subsidiaries, recognition of significant influence over entity recognized as associates, cost of investment, application of accounting principles and policies specifically foreign entities, valuation of investment if any and testing of value of investment in subsidiaries and associates for impairment losses if - any involves management assessment & judgments and thereby affects the initial recognition and subsequent carrying values and recognition of - impairment losses if any.	Assessment of control or significant influence at each financial year closing to test whether the company continues to have control or significant influence over entity and application of account- ing principles and accounting standards related thereto.
The risks factors with the above matter are: (i) The assessment of control and significant influ- ence over the entity, the date of commence- ment and cessation of control and significant - influence over the entity, change in manage- ment and other factors affecting the control and significant influence by the company over entities so as to be recognized as subsidiary or associates.	Assessment of cost of investment on initial rec- ognition and carrying values at each financial year closing date.
(ii) The application of accounting policies for recog- - nition of entities as subsidiaries or associates, initial cost assessment and recognition for ac- counting.	Review of management assessment of impairment losses, if any on investment each at the end of re- porting date, reliability of such assessment and its treatment & disclosure in the financial statement of the relevant period.
(iii) The assessment of carrying value of investment at each financial year closing date.	Assessment of De-recognition of any investment as investment in subsidiaries or associates as each reporting date vis-?-vis applicable account- ing standards, its treatment & disclosure by the company in the financial statement of the relevant period.
	Appropriateness disclosure made in the financial statements related to investments.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORS REPORT

THEREON

The Companys Management and Board of Directors are responsible for the preparation of other information. The other information comprises the information included in the Boards Report including Annexures to the Boards Report, Business Responsibility Report & Other Reports but does not include the standalone financial statements and our auditors report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard

RESPONSIBILITY OF MANAGEMENT AND BOARD

OF DIRECTORS FOR THE STANDALONE FINANCIAL

STATEMENTS:

The Companys Management and Board of Directors are responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Accounting Standards specified under Section 133 of the Act, read the Companies (Accounts) Rules, 2014 as amended.

This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, Management & Board of Directors are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management or the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Management of the Company and Board of Directors are also responsible for overseeing the Companys financial reporting process.

AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS :

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management & Board of Directors.

Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced.

We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the stand-alone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS:

1. As required by The Companies (Auditors Report)

Order, 2020 issued by The Central Government of India in term of section 143 (11) of The Companies Act, 2013, we enclose in the Annexure-A hereto a statement on the matters specified in paragraphs 3 and 4 of the said order, to the extent applicable to the company.

2. As required by section 143(3) of the Act, based on our audit we report to the extent applicable that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss and the Standalone

Statement of Cash Flows dealt with by this Report are in agreement with the books of account; d) In our opinion, aforesaid Standalone Balance Sheet, the Standalone Statement of Profit and Loss and the Standalone Statement of Cash Flows comply with the Accounting Standards prescribed under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules,

2014; e) On the basis of written representations received from the directors of the Company as on March 31, 2026, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2026, from being appointed as a director in terms of sub-section (2) of section 164 of Act; f) With respect to the adequacy of internal financial control over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure-B to this report;

Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the

Companys internal financial controls with reference to standalone financial statements. g) With respect to the other matters included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us: i. The Company does not have any pending litigations which would impact its financial position. ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses. iii. As at 31st March, 2026 there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. iv. Management Representation: a. The Management of the Company has represented to us that to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) 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. b. The management of the Company has represented, that, to the best of its knowledge and belief no funds (which are material either individually or in the aggregate) 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, whether, directly or indirectly, lend or invest in other persons or entities 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. c. Based on audit procedures which we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and

(ii) of Rule 11(e) Companies (Audit and Auditors) Rules, 2014 (as amended) and provided in clauses (a) and (b) above contain any material mis-statement. v. The company has not declared or paid any dividend during the year. vi. Based on our examination of books of account which included test checks, the company has used an accounting software for maintaining its book of account for the financial year ended March 31, 2026 which has a feature of recording audit trail (edit log) facility and the same has been operational for the financial year 2025-26 for all relevant transactions recorded in the software. Further based on test check basis of transactions during the course of our audit, we did not come across any instance of audit trail feature being tampered with.

Further during the course of our audit which included test check of transactions for verifying whether audit trail has been preserved, we are of the opinion that the audit trail has been preserved by the Company as per the statutory requirements for record retention.

3. With respect to the matter to be included in the Auditors Report under Section 197(16) of the

Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

FOR AND ON BEHALF OF

S N SHAH & ASSOCIATES

CHARTERED ACCOUNTANTS

FIRM REG. NO.: 109782W

PLACE : AHMEDABAD Sd/-

DATE : 29TH MAY, 2026 FIROJ G. BODLA

UDIN: 26126770GIWYOD4646 PARTNER

M.No. 126770

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT

[Referred to in paragraph 1 under "Report On Other Legal And Regulatory Requirements section of our report of even date to the members of FELIX INDUSTRIES LIMITED on the standalone financial statements of the company for the year ended 31st March, 2026:

In terms of the information and explanations sought by us and given to us by the management of the company and on the basis of such checks of the books and records of the company during the course of audit and to the best of our knowledge and belief, we further report that: i. In respect of its Property, Plant & Equipment, Capital Work-in-Progress and Intangible Assets: a) According to the information and explanations given to us, the company has maintained proper records showing full particulars including quantitative details and situation of property, plant & equipment and Capital Work-in-Progress of property. According to the information and explanations given to us, the company has maintained proper records showing full particulars of intangible assets. b) As explained to us, the management in accordance with a phased programme of verification adopted by the company, has physically verified the property, plant & equipment and capital work-in-progress. To the best of our knowledge, no material discrepancies have been noticed on such verification or have been reported to us. c) According to the information and explanations given to us and on the basis of the examination of the records of the company, the title deeds of immovable properties disclosed in the standalone financial statements as part of property, plant & equipment are held in the name of the Company as at the balance sheet date. d) The Company has not revalued any of its property, plant and equipment and intangible assets during the year. e) According to the information and explanations given to us and on the basis of the records of the Company, no proceedings have been initiated during the year or are pending against the Company as at March 31, 2026 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder. ii. In respect of its Inventories: a) As explained to us, the inventories have been physically verified by the management of the company during the year at reasonable interval. In our opinion, the coverage and procedure of such verification by the Management of the company is appropriate having regard to the size of the Company and the nature of its operations. According to the information and explanations given to us, no discrepancies of 10% or more in the aggregate for each class of inventories were noticed on such physical verification of inventories when compared with books of account. b) According to the information and explanations given to us, the company has been sanctioned working capital limits in excess of Rs. 5 Crores, in aggregate from banks on the basis of security of its current assets. The quarterly returns or statements filed by the Company with such banks in are for the matters reported herein below are not in agreement with the unaudited books of account of the company for the first three quarters and audited books of account for the last quarter of the financial year.

Quarter Ended	Name of the Bank	Particulars of Securities in the Form of Current Assets Against which working Capital Limits Granted	Amount s As per Books of Account	Amounts As Reported in the Quarterly Statemen t Submitte d to the Bank	Amount & Per Cent of Variation	Reasons of Variations As Informed and Explained to us by the management of the Company
I	II	III	IV	V	VI (IV-V)	VII
30th June,	Axis Bank	Inventories	1,140.20	1,381.17	(240.97)	As per Note
2025	Limited				(17.45% )	No. (i) Below
30th			1,283.72	1,357.68	(73.96)
September,					(5.45%)
2025
31st			1,349.14	1,325.86	23.28
December,					(1.76%)
2025
31st March,			1,328.53	1,791.85	(463.32)
2025					(25.86% )
30th June,	Axis Bank	Trade	2,307.95	2,414.53	(106.58)	As per Note
2025	Limited	Receivable			(4.41%)	No. (ii) Below
31st March,			1,924.11	1,781.69	142.42
2026					7.99%

Note: i. According to the information and explanations given to us by the management of the company, the variation in values of inventories as reported in quarterly statements submitted to the bank and as per books of account is on account of quarterly statements being submitted on provisional basis pending reconciliation of inward and outward movements of various items of inventories and materials utilization for use in projects for supply to customers. In our opinion the variations have been adequately explained. ii. According to the information and explanations given to us by the management of the company, the variation in values of trade receivables as reported in quarterly statements submitted to the bank and as per books of account is on account of quarterly statements being submitted on provisional basis pending reconciliation of bank receipts and provisional work estimates for projects for supply to customers as included in the quarterly returns. In our opinion the variations have not been adequately explained. iii. Investments/Guarantee/Security/Loans/Advances Granted:

As informed to us, during the year the company has made investment in Indian subsidiary Companies, a Foreign Subsidiary being LLC and in an Indian Associate Company and granted unsecured loans and unsecured advances in the nature of loans to parties re- payable on demand and provided guarantee for credit facilities availed by an associate, the details of which are given below. a) As informed to us, during the year the Company has made investments, granted unsecured loans to parties re-payable on demand and provided guarantee, the details of which are given below:

			(Amount Rs. In Lakhs)
Sr. No. Particulars	Investments	Loans	Advances In The Nature of Loans	Guarantee
A. Aggregate Amount Granted/Provided during the year (Net):
- Related Parties Subsidiaries and	572.65	1594.50	1,949.32	4,800.00
Associates
- Other?	NIL	70.00	1,731.35	NIL
B. Balance Out?tanding A? At Balance Sheet Date in Re?pect of Above Ca?e? (Including Out?tanding
Again?t Opening Balance?):
- Related Partie?-Sub?idiarie? and	3,067.03	1,639.00	2,235.80	4,800.00
A??ociate?
- Other?	NIL	1,517.54	1,791.84	NIL

b) According to the information and explanations given to us, the company has not stipulated any specific terms or conditions as to the loans or advances in the nature of loans granted to the above parties. According to the information and explanations given to us and in our opinion, the investments made and the terms and conditions of grant of loans and advances in the nature of loans given during the year, are prima facie, not prejudicial to the interest of the Company. c) According to the information and explanations given to us, the company has not stipulated any schedule for repayment of the loans and in case of interest free advances in the nature of loans. As informed to us, the repayment of loan and advances in the nature of loans was received as and when demands were raised. As there is no stipulation of schedule of repayment of principal and payment of interest if any, we are unable to express our opinion as to whether repayment of principal and payment of interest were regular. d) According to the information and explanations given to us, in respect of loans granted and advances in the nature of loans provided by the Company, there was no overdue amount remaining outstanding as at the balance sheet date. e) According to the information and explanations given to us, the company has not stipulated any schedule for repayment of the loans and advances in the nature of loans. However, as explained to us, no loan or advances in the nature of loan granted by the Company against which demand was made from any party, has been renewed or extended or fresh loans were granted to settle the amounts against which demands were made from the same party. f) According to the information and explanations given to us, the company has not stipulated any specific terms or conditions and has not stipulated any schedule for repayment of the loans or advances in the nature of loans granted to the above parties. The details of aggregate of loans or advances in the nature of loans which are repayable on demand or without specifying any terms or period of repayment have been given as under:

Sr. No. Particulars	All Parties	Promoters	Related Parties
A. Aggregate amounts of loans/ advances in nature of loans
- Repayable on Demand (A)	3,309.38	NIL	3,874.80
- Agreement does not specify any term? or period of repayment (B)	NIL	NIL	NIL
TOTAL (A+B)	3,309.38	NIL	3,874.80
B. Percentage of loans/ advances in nature of loans to	100.00%	NIL	100.00%
the total loans

iv. According to the information and explanations given to us, the company has complied with provisions of section 185 and 186 to the extent applicable in respect of transaction of the nature referred to in Sections 185 and 186 of The Companies Act, 2013 in respect of any loans, investments, guarantees and security. v. According to the information and explanations given to us, the company has complied with the directives issued by the Reserve Bank of India, if applicable and the provisions Section 73 to 76 of The Companies Act, 2013, and The Companies

(Acceptance of Deposits) Rules, 2014 in respect of deposits, if any, accepted by the company. According to the information and explanations given to us, the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal has not issued any order in respect of the deposits accepted by the company. vi. As per information and explanations given to us, the company has been engaged in the trading activities, making water treatment plants and other related activities and provisions of services during the year and hence the company is not required to make and maintain the cost records and accounts as prescribed by The Central Government under Section 148(1) of the Companies

Act, 2013. vii. In respect of Statutory Dues: a) As per the information & explanations furnished to us, in our opinion the company is regular in depositing with appropriate authorities undisputed statutory dues of T.D.S., GST, Employee Provident Fund, ESIC and other material statutory dues applicable to it. There has been no outstanding as at 31st March, 2026 of undisputed statutory liabilities outstanding for more than six months from the date they became due for payment. b) According to information and explanations given to us and so far as appears from our examination of books of account, there were no statutory dues outstanding as at 31st March, 2026 which have not been deposited on account of any dispute. viii. According to the information and explanations given to us and so far as appears from our examination of books of account and other records as applicable, there were no transactions relating to previously unrecorded income that were surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961) during the year. ix. In respect of Loans & Other Borrowings: a) According to the information and explanations given to us, the company has repaid the principal amount and made payment of interest on loans or borrowings taken by it from banks and financial institutions. b) According to the information and explanations given to us so far as appears from our examination of relevant records, we are of the opinion that the company has not been declared willful defaulter by any bank or financial institution or any other lender. c) In our opinion and according to the information and explanations given to us, the company has applied term loan obtained during for the purpose for which it was obtained. d) According to the information and explanations given to us, and the audit procedures performed by us, and on an overall examination of the standalone financial statements of the company for the year, we are of the opinion that funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the company. e) According to the information and explanations given to us and on an overall examination of the standalone financial statements of the company, we report that the company has not taken any funds during the year from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures, if any and hence reporting under clause 3(ix)(e) of The Companies (Auditors Report) Order,

2020 is not applicable. f) According to the information and explanations given to us and audit procedures performed by us, we report that the company has not raised any loan during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies, if any and hence reporting under clause 3(ix)(f) of The Companies (Auditors Report) Order, 2020 is not applicable.

. In respect of moneys raised by issue of securities: a) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under clause

3(x)(a) of The Companies (Auditors Report)

Order, 2020 is not applicable. b) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has resolved to use proceeds of preferential allotment to strengthen the companys capital base and augment long term resources for meeting funding requirements of its business activities including future expansion, working capital and general corporate purposes without allocation of specific funds for any specific activities. According to the information and explanations given to us and based on our examination of the records of the Company, we are of the opinion that the company has on overall basis applied funds raised by way of preferential allotment for the business of the company, working capital, investment, granting loans & advances in the nature of loans to various parties and general corporate funds.

According to the information and explanations given to us and based on our examination of the records of the company, the company has not made any private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year and hence reporting under clause 3(x)(b) of The Companies (Auditors Report) Order, 2020 relating to private placement is not applicable. xi. In respect of Frauds and Whistle Blower Complaints: a) According to the information and explanations given to us and to the best of our knowledge, no material fraud by the Company or on the Company has been noticed or reported to us by the management during the year. b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Companies

Act, 2013 has been filed by the auditors in

Form ADT- 4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules,

2014 with the Central Government. c) According to the information and explanations given to us, the Company has not received any whistle-blower complaints from any party during the year. xii. As the company is not the Nidhi Company, clause

(xii) of paragraph 3 of The Companies (Auditors Report) Order, 2020 is not applicable to it. xiii. According to the information and explanations given to us, the company is in compliance with the provisions of sections 177 and 188 of the

Companies Act, 2013, where applicable, for related party transactions and the details of related party transactions have been disclosed in the Notes to the Standalone Financial Statements in accordance with the applicable Accounting Standards. xiv. In respect of Internal Audit: a) In our opinion the Company has an adequate internal audit system commensurate with the size and the nature of its business. b) We have held discussions with the internal auditor of the Company for the year under audit and considered their opinion in determining the nature, timing and extent of our audit procedure. xv. According to the information and explanations given to us, the Company has not entered into any non-cash transaction with directors or persons connected with them and hence clause (xv) of paragraph 3 of The Companies (Auditors Report) Order, 2020 is not applicable to it during the year. xvi. In respect of Registration Under Section 45-IA of the Reserve Bank of India Act, 1934/CIC a) As the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934), clause

(xvi)(a) of paragraph 3 of The Companies

(Auditors Report) Order, 2020 is not applicable to it. b) According to the information and explanations given to us, the Company has not conducted any Non-Banking Financial or Housing Finance activities during the year and clause (xvi)(b) of paragraph 3 of The

Companies (Auditors Report) Order, 2020 is not applicable to it. c) As the company is not a Core Investment

Company (CIC) as defined in the regulations made by the Reserve Bank of India, clause (xvi)(c) of paragraph 3 of The Companies (Auditors Report) Order, 2020 is not applicable to it. d) According to the information and explanations given to us, the company has no Core

Investment Company (CIC) as part of its group, clause (xvi)(c) of paragraph 3 of The

Companies (Auditors Report) Order, 2020 is not applicable to it. xvii. in the immediately preceding financial year. xviii. There has been no resignation of the statutory auditors of the Company during the year and hence reporting under clause (xviii) of paragraph

3 of The Companies (Auditors Report) Order,

2020 is not applicable. xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.

We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due. xx. The Company has fully spent the amount required to be spent towards Corporate Social Responsibility (CSR) and there is no unspent CSR amount for the year requiring a transfer to a Fund specified in Schedule VII to the Companies Act, 2013 or special account in compliance with the provision of sub-section (6) of section 135 of the said Act. Accordingly, reporting under clause (xx) of the Order is not applicable for the year.

[Refer to Note No. 32(k) to the Financial Statements]. xxi. The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements. Accordingly, no comment in respect of the said clause has been included in the report.

FOR AND ON BEHALF OF

S N SHAH & ASSOCIATES

CHARTERED ACCOUNTANTS

FIRM REG. NO.: 109782W

Sd/-

PLACE : AHMEDABAD FIROJ G. BODLA

DATE : 29TH MAY, 2026 PARTNER

UDIN: 26126770GIWYOD4646 M.No. 126770

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT

[REFERRED TO IN PARAGRAPH 2(f) UNDER "REPORT ON OTHER LEGAL AND REGULATORY

REQUIREMENTS SECTION OF OUR REPORT OF EVEN DATE] FINANCIAL YEAR ENDED 31ST MARCH 2026

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of FELIX INDUSTRIES LIMITED

("the Company") as of March 31, 2026 in conjunction with our audit of the standalone financial statements of the company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Board of Directors of the company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting

(the "Guidance Note") and the Standards on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion and to the best of our information and according to the information and explanations given to us, the company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were commensurate with the nature of the business of the company and operating effectively as at March 31, 2026, based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

FOR AND ON BEHALF OF

S N SHAH & ASSOCIATES

CHARTERED ACCOUNTANTS

FIRM REG. NO.: 109782W PLACE : AHMEDABAD Sd/-DATE : 29TH MAY, 2026 FIROJ G. BODLA

UDIN: 26126770GIWYOD4646 PARTNER

M.No. 126770