Flexituff Ventures International Ltd Auditor Reports

<dhhead>INDEPENDENT AUDITORS REPORT</dhhead>

To the Members of FLexituff Ventures International

Limited

Report on the Audit of the Standalone Financial

Statements

Qualified Opinion

1. We have audited the accompanying standalone financial statements of Flexituff Ventures International Limited (the Company), which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended and notes to the financial statements including a summary of the material accounting policies and other explanatory information (hereinafter referred to as "standalone financial statements").

2. In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis of Qualified Opinion section of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (Ind AS) specified under section 133 of the Act and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its loss (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis of Qualified Opinion

3. We draw attention to the following matters:

(a). The Company has recognized deferred tax asset (net) of Rs 1,851.09 million on its carried forward accumulated losses (including unabsorbed depreciation) and other temporary differences. In accordance with Ind AS 12 on Income Taxes, a deferred tax asset shall be recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and unused tax losses can be utilised. Due to the financial difficulties experienced by the Company as stated in Note 22(d) and Note 25(c) to the standalone financial statements and significant uncertainty stated in Note 53 to the standalone financial statements, we are unable to comment on the recoverability of deferred tax asset and consequential impact, if any, on the standalone financial statements. Had the Deferred tax asset not been created, the net loss and total comprehensive loss for the year ended 31 March 2024 would have been higher by Rs 1,851.09 million and other equity as on that date would have been lower by the same amount.

(b) . The Companys Cash Generating Unit ("CGU") viz. Kashipur cluster, has a carrying value of Rs2,626.42 million as at 31 March 2024 comprising of tangible and intangible assets. The Company has performed an impairment assessment of the CGU as required under Ind AS 36 - Impairment of Assets. The Company is undergoing financial difficulties as stated in Note 22(d) and Note 25(c) to the standalone financial statements and there is significant uncertainty as cited in Note 53 to the standalone financial statements in respect of the Companys plan to monetize its assets, secure funding from the bankers / investors, restructure its liabilities and normalize its operations. We are unable to comment on the appropriateness of the assumptions for the projections used in the impairment assessment and consequential impairment provision, if any, to be made in the standalone financial statements with regard to the CGU.

(c) . The Company has Tuff Subsidy and Government

Subsidy receivable amounting to Rs 69.03 million which pertains to the period prior to financial year 2016-17. We are unable to comment on the recoverability of the same. (Refer Note 56 to the standalone financial statements).

(d) . The Company has claims amounting to Rs 103.52 million of export incentive receivable. We are unable to comment on the recoverability of the same. (Refer Note 57 to the standalone financial statements).

4. We conducted our audit in accordance with the Standards on Auditing (SAs) and other pronouncements issued by the Institute of Chartered Accountants of India (ICAI) specified under section 143(10) of the Act. Our responsibilities under those standards 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 (ICAI) 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 on the standalone financial statements.

Material Uncertainty Related to Going Concern

5. We draw attention to Note 53 to the standalone financial statements which states that the Company has incurred net losses of Rs1,850.88 million during the year ended 31 March 2024 and has a net current liability position of Rs7,416.39 million as on that date and describes certain loans in default for which the Company has entered into a one - time settlement with FCCBs holders. Further, the Companys ability to meet its future obligations is dependent on successful implementation of the restructuring agreement. These conditions indicate significant doubt on the Companys ability to continue as going concern. The Company is in the process of implementing restructuring agreement. In view of the above, the standalone financial statements of the Company have been prepared on a going concern basis. (Refer Note 60 to the standalone financial statements).

Our opinion on the standalone financial statements is not modified in respect of this matter.

Emphasis of Matters

6. We draw attention to

The Company has entered into a settlement with TPG Growth II SF Pte. Ltd. and International Finance Corporation ("lenders") for one time settlement of its FCCB and waiver of interest. Settlement amount has been paid to TPG and IFC on 30^th April, 2024 and 29^th April, 2024 respectively (Refer Note 54 to the standalone financial statements).

The Company has not accrued interest amounting to Rs 238.75 million, Rs 272.62 million, Rs 203.07 million, Rs 171.44 million and Rs 183.29 million for the year ended March 31, 2024, for the year ended March 31, 2023, for the year ended March 31,2022, for the year ended March 31, 2021 and for the year ended March 31, 2020 respectively. The aggregate interest not accrued for the period April 1,2019 to March 31,2024 amounts to Rs 1,069.17million. This amount of Rs 1,069.17 million has been waived by FCCBs holders. (Refer Note 54 to the standalone financial statements).

Our opinion on the standalone financial statements is not modified in respect of these matters.

Key Audit Matters

7. Except for the matter described in the Basis for Qualified Opinion section, Material Uncertainty Related to Going Concern section and Emphasis of Matters section, we have determined that there are no other key audit matters to communicate in our report.

Information other than the Standalone Financial Statements and Auditors Report thereon

8. The Companys Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditors report thereon. The Annual Report is expected to be made available to us after the date of this auditors report.

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.

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

9. The Companys Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting 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 controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

10. In preparing the standalone financial statements, the 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 the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

11. Those Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

12. 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.

13. As part of an audit in accordance with SAs issued by ICAI, specified under section 143(10) of the Act, 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 management;

• Conclude on the appropriateness of Board of Directors 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;

14. 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.

15. 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.

Report on Other Legal and Regulatory Requirements

16. As required by the Companies (Auditors Report) Order, 2020 (the Order) issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

17. As required by section 143(3) of the Act, based on our audit we report 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 purpose of our audit of the accompanying standalone financial statements except as mentioned in the para ii(b) of Annexure I of this report;

b) . Except for the effects of the matters described in the

Basis of Qualified Opinion section above, in our opinion, proper books of account as required by law have been kept by the Company sofar as it appears from our examination of those books.

c) . The Balance sheet and the Statement of Profit and Loss (including Other Comprehensive Income) are in agreement with the books of account of the Company;

d) . Except for the effects of the matters described in the Basis of Qualified Opinion section above, in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) . The matter described in Material Uncertainty

Related to Going Concern section of our report, in our opinion, may have an adverse effect on the functioning of the Company.

f) . On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of section 164(2) of the Act;

g) . The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion above; and

h) . With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure II".

i) . With respect to the other matters to be 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 has disclosed the impact of pending litigations on its financial position as at 31 March 2024 in its standalone financial statements - Refer Note 40 to the standalone financial statements;

ii The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2024;

iii There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;

iv a. The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person or entity, including foreign entities (the intermediaries), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (the Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief , no funds have been received by the Company from any person or entity, including foreign entities (the 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; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under subclause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v The Company has neither declared nor paid any dividends during the year ended 31 March 2024.

vi Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31,2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2021 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2021 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31,2024.

vii As per the Companies (Amendment) Act, 2017, in our opinion, according to information, explanations given to us, provisions of Section 197 are not applicable to the Company.

For Mahesh C. Solanki & Co.

Chartered Accountants Firms Registration No.: 006228C

Mahesh Solanki

Partner

Membership No.: 074991 UDIN: 24074991BKEFJO4472

Place: Indore

Date: May 30, 2024

ANNEXURE-I TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 17 under Report on Other Legal and Regulatory Requirements section in our report of even date, to the members of Flexituff Ventures International Limited for the year ended 31 March 2024)

To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that:

i In respect of the Companys property, plant and equipment and intangible assets:

(a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.

(B) The company has maintained proper records showing full particulars of intangible assets.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has a regular programme of physical verification of its Property, Plant and Equipment by which all property, plant and equipment in a phased manner. In accordance with this programme, certain property, plant and equipment were verified during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations provided to us and on the basis of our examination of the records of the Company we report that the title deeds in respect of immovable properties are held in the name of the Company. In respect of immovable properties, taken on lease and disclosed as right-of-use assets in the standalone financial statements, the lease agreements are in the name of the Company.

(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment or intangible assets or both during the year.

(e) According to information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

ii (a) The inventory (excluding stocks with third parties) has been physically verified by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency, coverage and procedure of such verification is reasonable and coverage as followed by management were appropriate. According to information and explanations given to us and on the basis of our examination of the records of the Company, no material discrepancies were noticed on verification between the physical stocks and the book records.

(b) The company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. However, the Company has not provided us with the quarterly returns or statements filed by the Company to the banks or financial institutions. Accordingly, in the absence of required information we are unable to comment on whether the quarterly returns or statements filed by the company with such banks or financial institutions are in agreement with the books of account of the Company or not.

iii According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has made investment and granted loans, secured or unsecured to companies, limited liability partnership and other parties in respect of which the requisite information is as below. The Company has not provided any guarantee or security nor granted any advances in the nature of loans, to companies, firms, Limited Liability Partnerships or any other parties during the year.

(a) Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has provided guarantee, made investment loans to companies, firms, limited liability Partnerships or any other parties during the year.

The details as under:

Particulars	Guarantee	Investment	Loans
Aggregate amount provided/ made/ granted during the year
- Subsidiaries	Nil	5.66	53.79
- Others	Nil	Nil	Nil
Balance outstanding as at balance sheet date in respect of above cases
- Subsidiaries	Nil	5.76	275.70
- Others	20.11	Nil	Nil

(b) According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion the investments made, guarantees provided during the year and the terms and conditions of the grant of loans and guarantees provided during the year are, prima facie, not prejudicial to the interest of the Company

(c) In case of the loans and advances in the nature of loan, schedule of repayment of principal and payment of interest have not been stipulated. In the absence of stipulation of repayment terms we are unable to comment on the regularity of repayment of principal and payment of interest.

(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no overdue amount for more than ninety days in respect of loans given.

(e) According to the information explanation provided to us, the loan or advance in the nature of loan granted has not fallen due during the year. Hence, the reporting under clause 3(iii) (e) of the Order is not applicable to the Company.

(f) According to the information explanation provided to us, the Company has granted loans/advances in the nature of loans repayable on demand or without specifying any terms or period of repayment. The details of the same are

as follows: (Amount in Rs million)

Particulars	All Parties	Promoters	Related Parties
Aggregate amount of loans/advances in nature of loans
Repayable on demand (Al	275.70	Nil	275.70
Agreement does not specify any terms or period of repayment (B)	Nil	Nil	Nil
Total (A+B)	275.70	Nil	275.70
Percentage of loans/advances in nature of loans to the total loans	100%	Nil	100%

iv According to the information and explanations given to us and on the basis of our examination of records of the Company, the company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 ("the Act") with respect of investments made and loans, guarantees provided by the Company. The Company has not provided any security in connection with a loan to any other body corporate or person and accordingly, compliance under Sections 185 and 186 of the Act in respect of providing securities is not applicable to the Company.

v According to information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not accepted any deposits or amounts which are deemed to be deposits. Hence the reporting under clause 3(v) of the order is not applicable.

vi The maintenance of the cost records has been specified by the Central Government under sub-section (1) of section 148 of the Act for the company. We have broadly reviewed such records and are of the opinion that prima-facie, the prescribed records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii (a) In our opinion, and according to the information and explanations given to us and based on our examination of the books of the Company, the Company is generally regular in depositing undisputed statutory dues including, provident fund, employees state insurance, Goods and Service Tax, income-tax, and any other material statutory dues to the appropriate authorities.

Statutory dues which were outstanding, as at 31 March 2024 for a period of more than six months from the date they became payable are as follows:

Name of the statute	Nature of the dues	Amount (Rs. in million)	Period to which the amount relates	Due Date	Date of Payment
EPF Act, 1952	Provident Fund Contribution	97.50	Prior to F.Y. 2023-24	-	-
		81.90	April, 2023 to Sept, 2023	Various dates	-
ESI Act, 1948	ESI Contribution	3.05	Prior to F.Y. 2023-24	-	-
		8.10	April, 2023 to Sept, 2023	Various dates	-

(b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31,2024, on account of disputes are given below:

Name of the statute	Nature of dues	Amount Demanded (Rs. Million)	Amount Paid (Rs. Million)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Income Tax, penalty and interest thereon	116.00	40.66	F.Y. 2004-05 to 2006-07 F.Y. 2009-10 F.Y. 2011-12 to 2017-18 F.Y. 2021-22	Commissioner of Income Tax (Appeals)
		0.02	0.81	FY 2011-12	Income Tax Appellate Tribunal
Central Sales Tax Act, 1956	Sales Tax	32.29	9.33	FY 2009-10 to 2014-15	Appellate Authority - Commissioners Level, Haldwani
M.P. Entry Tax Act, 1976	Entry Tax	13.52	6.01	FY 2006-07 to FY 2009-10	Appellate Board, M.P. Tax Tribunal Bhopal
		0.38	0.09	FY 2010-11	Appellate Authority - Additional Commissioner of Commercial Tax, Indore Division
Uttarakhand VAT Act, 2005	Sales Tax	11.20	9.43	FY 2012-13 to FY 2014-15	Appellate Authority - Commissioners Level - Haldwani
Customs Act, 1962	Custom Duty, penalty and interest thereon	0.96	0.35	FY 2004-05	Custom, Excise and Service Tax Appellate Tribunal, Kandla
Central Excise Act, 1944	Excise Duty, penalty and interest thereon	11.82	--	FY 2015-16	Custom, Excise and Service Tax Appellate Tribunal, New Delhi
		20.13	--	FY 2005-06 to FY 2007-08	Honorable Madhya Pradesh High Court
Central Goods and Service Tax, 2017 & State Goods and	Service Tax, penalty and interest thereon	0.36		FY 2017-18	Appellate Authority - Commissioners Level
Service Tax Act, 2017, Integrated Goods and Service Tax Act, 2017	CGST, SGST, penalty interest thereon	557.68	0.73	FY 2017-18 to FY 2019-20	Honorable Uttrakhand High Court

viii In our opinion and according to the information and explanations given to us, there are no transactions relating to previously unrecorded income that has been surrendered or disclosed as income during the year in the tax assessment under the Income Tax Act, 1961.

ix (a) According to the information and explanations given to us and as per the books of accounts and records examined

by us, in our opinion, the Company has not defaulted in repayment of loans or borrowings or in the payment of interest thereon to any lender except in the following cases, details of which are as follows:

Particulars	Amount of default as at 31 March 2024 (Rs in million)		Period of the default since
	Principal	Interest @
Name of the lenders in case of:
i) Financial Institution:
1. IFCI Limited	359.42	273.96	July 2019
2. International Finance Corporation	750.37	286.37	January 2019
3. TPG Growth II SF Pte Ltd.	1,875.91	885.33	June 2019
ii) Bank:
1. Punjab National Bank #	816.16		December 2021
2. Bank of Baroda #	434.29	-	January 2020
3. Central Bank of India #	546.97	-	December 2021
4. Axis Bank #	79.43	-	November 2022
5. UCO Bank	320.07	-	July 2023

0 The interest cited in above table is gross of interest not accrued as mentioned in Note 52 to the standalone financial statements

# The Company has over utilized the cash credit facilities based on drawing power sanctioned by banks in March 2024 due to devolvement of Letter of Credit issued by banks.

(b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(c) In our opinion and according to the information and explanations given to us by the management, no money was raised by way of term loans. Accordingly, the requirement under the clause 3(ix)(c) of the Order is not applicable to the Company.

(d) On an overall examination of the financial statements of the Company, in our opinion, there are no funds raised on short term basis. Accordingly, the requirement under the clause 3(ix)(d) of the Order is not applicable to the Company.

(e) According to the information explanation 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 from an any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its securities, joint ventures or associate companies.

x (a) According to the information and explanations provided to us and based on our examination of the books of

accounts and other records, we report that the Company has not raised any money by the way of initial public offer or further public offer (including debt instruments) during the year. Hence the reporting under clause 3(x)(a) of the order is not applicable.

(b) According to the information and explanation provided to us and based on our examination of the books of accounts and other records, the Company has not made any preferential allotment or private placement of shares or fully, partly or optionally convertible debentures during the year. Hence the reporting under clause 3 (x)(b) of the order is not applicable.

xi (a) Based on the audit procedures performed by us for the purpose of reporting the true and fair view of the financial

statements and as per the information and explanations given to us by the management, we report that we have neither come across any instance of fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the management.

(b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rule, 2014 with the Central Government during the year and till the date of this report.

(c) According to the information and explanations provided to us, no whistle blower complaints have been received during the year and upto the date of this report.

xii The company is not a Nidhi Company and hence the reporting under clause (xii) the Order is not applicable.

xiii According to the information and explanations given to us, all transactions entered into by the company with related parties are in compliance with section 177 and 188 of the Act where applicable and the details thereof have been disclosed in the standalone financial statements as required by the applicable accounting standards.

xiv (a) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered the internal audit reports for the year under audit, issued to the company, in determining the nature, timing and extent of audit procedures.

xv As per the information and explanations provided to us, the Company has not entered into any non-cash transactions with directors or persons connected with them and hence the provisions of section 192 of the Act are not applicable to the Company.

xvi (a) In our opinion and according to the information and explanations given to us, the Company is not required to be

registered under Section 45-IA of the Reserve Bank of India, 1934. Hence, the reporting under clause 3(xvi)(a), (b) and (c) of the Order is not applicable.

(b) According to the information and explanation given to us by the management, in our opinion, there is no Core Investment Company as part of the Group. Hence, the reporting under clause 3(xvi)(d) of the Order is not applicable.

xvii The Company has incurred cash loss (including unaccrued interest expense) of Rs2,008.89 million & Rs 795.62 during the financial years ended 31 March 2024 and 31 March 2023 respectively.

xviii There has been no resignation of the statutory auditors during the year.

xix On the basis of the financial ratios, ageing and expected dates of realization of assets and payment of financial liabilities, other than information accompanying the financial statements and 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 exits as on the date of the audit report indicating 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 provisions of section 135 of the Act are not applicable to the company for the year under audit and hence the reporting under clause 3(xx)(a)&(b) of the order is not applicable.

xxi There are no Qualifications/adverse remarks by the respective auditors in the Companies (Auditors Report) Order (CARO) Reports of the companies included in the consolidated financial statements. hence the reporting under clause 3 (xxi) of the Order is not applicable.

For Mahesh C. Solanki & Co.

Chartered Accountants Firms Registration No.: 006228C

Mahesh Solanki

Partner

Membership No.: 074991 UDIN: 24074991BKEFJO4472

Place: Indore

Date: May 30, 2024

ANNEXURE-II TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 17(h) under Report on Other Legal and Regulatory Requirements section in our report of even date, to the members of Flexituff Ventures International Limited for the year ended 31 March 2024)

We have audited the internal financial controls over financial reporting of Flexituff Ventures International Limited ("the Company") as of March 31, 2024 in conjunction with our audit of standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls with reference to the standalone financial statements 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 (ICAI). 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 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 control with reference to the standalone financial statements based on our audit. We conducted audit in accordance with the Guidance Note on Audit of Internal Financial control over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companys Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Control and, both issued by institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about weather adequate internal financial control over financial reporting was established and maintained end of such controls operate effectively in all material respects.

Our audit involves performing procedure to obtain audit evidence about the adequacy of the internal financial control systems over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting includes 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 assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of financial statements, weather 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 control system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Companys internal financial control with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the standalone financial statement for external purpose in accordance with generally accepted accounting principles. A Companys internal financial control over financial reporting includes those policies and procedures that (1) pertains to maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the asset of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with the generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations 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 asset that could have a material effect on the standalone financial statements.

Inherent Limitation 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 statement 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 subjected to the risk that the internal financial controls 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, the company has, in all material respects, an adequate internal financial controls system over financial reporting and search internal financial controls over financial reporting were operating effectively as at March 31,2024, based on the criteria for internal financial control with reference to standalone financial statements 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 ICAI.

For Mahesh C. Solanki & Co.

Chartered Accountants Firms Registration No.: 006228C

Mahesh Solanki

Partner

Membership No.: 074991 UDIN: 24074991BKEFJO4472

Place: Indore

Date: May 30, 2024