Uflex Ltd Auditor Reports

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of UFlex Limited ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 2024, and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), Standalone Statement of Changes in Equity and Standalone Cash Flow Statement for the year then ended, notes to the Standalone Financial Statements, including material accounting policies and other explanatory information (hereinafter referred to as "the 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 ("the Act?) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profit, other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor?s 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 ICAI?s Code of Ethics. We believe that the audit evidence obtained by us is su_icient and appropriate to provide a basis for our opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to the note 41 of the financial statements in respect of additions made by the Income Tax Department, consequent to search proceedings conducted on the Company under Section 132 (1) of the Income Tax Act, 1961, in the month of February 2023, and an order passed in May 2024 for the Assessment Year 2020-21. As the proceedings under the aforesaid section for the relevant years are pending, the impact of the matter on the financial statements, is currently unascertainable.

Our opinion is not modified in respect of this 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 for the current year. 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.

Key audit matters	How our audit addressed the key audit matters
Revenue including receivables
The Company derives its revenues from multiple products and services including flexible packaging activities, engineering and related activities etc.	Our audit procedures in respect of this area included:
	Assessed the appropriateness of the Company?s revenue recognition accounting policies in compliance with Ind AS 115 "Revenue from Contracts with Customers".
Revenue from sale of goods is recognised at a point in time when the control has been transferred subject to the terms with the customers, which generally coincides with dispatch of goods to customers..	Verified the design, implementation and operating effectiveness of key internal controls over the revenue process as regard the timing, occurrence and value of the revenue recognised.
Revenue, from the service contract is recognized when the related services are performed	Verified sales transaction testing based on a representative sample to ensure that the related revenues are recorded appropriately taking into consideration the terms and conditions for the sale orders, including the shipping terms, etc. Also performed procedures regarding the sales returns, trade discounts, rate differences, volume rebates and other factors, having bearing on the revenue recognition.
Revenue including receivables is identified as a key audit area due to the significance as regards the time and e_ortsinassessingtheappropriateness of revenue recognition covering the aspects of completeness, occurrence, cut off, rights and obligations, etc.	Performed sales cut off procedures by matching dispatches/ deliveries occurring around the year end to support the documentation to establish that sales are properly recorded in the correct period.
	Verified the customers with overdue receivables with marginal or no movement to determine the level of provisioning required in the receivable.
	Verified the adequacy of disclosure relating to revenue in the financial statements in compliance with Ind AS 115.
Capitalisation of property, plant and equipment including capital work in progress (CWIP) (refer note 2A and 49)
The Company continues to invest in significant capital projects with capital expenditure during the current year.	Our audit procedures in respect of this area included:
	Assessed the appropriateness of the Company?s accounting policies with respect to ‘Property plant and equipment? in compliance with Ind AS 16 "Property, Plant and Equipment".
The significant level of capital expenditure requires consideration of the determination of the timing of when the asset is ready for its intended use by the management and the nature of costs incurred to ensure that capitalisation of property, plant and equipment meets the specific recognition criteria in Ind AS 16, ‘Property, Plant and Equipment?, specifically in relation to assets constructed/installed by the Company and the direct incidental cost capitalised.	Understood and verified the design, implementation and operating e_ectiveness of controls in respect of the timing and amounts capitalised.
	Performed substantive procedures to verify the validity of amounts capitalised and evaluating whether assets capitalised meet the recognition criteria set out in Ind AS 16.
	Verified on sample basis the costs capitalised during the year focusing on items significant due to their amount or nature, to check whether such costs had been appropriately capitalised under the correct asset category.
	Verified the timing of the capitalisation in terms of criteria met by the Company for the intended use of the Property, Plant and Equipment.
Further, capitalisation of property, plant and equipment including CWIP has a material impact, and also involves greater amount of subjectivity and estimation uncertainty as a result of the long-term nature and complexity of the specific capital projects and hence identified as Key Audit Matter.	Verified that capitalisation of assets ceased when the asset is in the location and condition necessary for it to be capable of operating in the manner intended by the Company.
	Assessed the adequacy and appropriateness of the disclosures made in the standalone financial statements in compliance with the requirements of Ind AS 16 "Property, Plant and Equipment".

Information Other than the Standalone Financial Statements and Auditor?s Report Thereon

The Company?s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report 2023-24 of the Company but does not include the standalone and consolidated financial statements and our auditor?s report thereon. The Annual Report is expected to be made available to us after the date of this auditor?s 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 such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

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

Statements

The Company?s Management and Board of Directors are responsible for the matters stated in Section 134(5) of 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 including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act. 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 standalone financial statement 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, the Management and Board of Directors are responsible for assessing the Company?s 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 intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company?s financial reporting process.

Auditor?s 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 auditor?s 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 su_icient 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 financial controls 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 management?s 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 Company?s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor?s 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 auditor?s 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.

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 standalone financial statements for the current year and are therefore, the key audit matters. We describe these matters in our auditor?s 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 (Auditor?s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, 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 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 it appears from our examination of those books except for the matters stated in the paragraph 2(h)(vi) below the reporting under Rule 11(g).

(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

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

(f) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(b) above on reporting under Section 143(3)(b) and paragraph 2(h)(vi) below on reporting under Rule 11(g).

(g) 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 B".

(h) With respect to the other matters to be included in the Auditor?s 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 in its standalone financial statements – Refer Note 33(A) and 33(C) 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.

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 it?s knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, 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 has represented, that, to the best of it?s knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, 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 the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard 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) as provided under iv(a) and iv(b) above, contain any material mis-statement. v. (a) The final dividend proposed in the previous year, declared and paid by the Company during the year, is in accordance with Section 123 of the Companies Act 2013, as applicable. (b) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with Section 123 of the Act, as applicable (Refer Note 13(D) to the standalone financial statements). vi. Based on our examination which included test check, the Company has used accounting so_wares for maintaining its books of account during the year ended March 31, 2024, which have a feature of recording audit trail (edit log) facility, and the same has operated throughout the year for all relevant transactions recorded in the respective so_wares, except:

- The audit trail feature was not enabled in one of the accounting so_wares used for maintaining its books of account between the period 1 April 2023 to 18 May 2023, and was further not enabled in respect of certain transactions tables at the application level; and

- The audit trail feature was not enabled at the application level in the payroll accounting so_ware in respect of certain transactions and also at the database level to log any direct data changes.

Further, for the periods where the audit trail feature was enabled and operated throughout the year for the respective accounting so_wares, we did not come across any instance of the audit trail feature being tampered with.

3. As required by The Companies (Amendment) Act, 2017, in our opinion, according to information, explanations given to us, the remuneration paid/provided by the Company to its directors during the year, is within the limits laid prescribed under Section 197 of the Act, read with Schedule V of the Act and the rules thereunder.

For M S K A & Associates	For VIJAY SEHGAL & CO.
Chartered Accountants	Chartered Accountants
Firm Registration No.:105047W	Firm Registration No.: 000374N
Vinod Gupta	S.V. Sehgal
Partner	Partner
Membership No. 503690	Membership No. 080329
UDIN : 24503690BKEPWJ7850	UDIN : 24080329BKEGDC7115
Place: NOIDA	Place: NOIDA
Date: May 28, 2024	Date: May 28, 2024

ANNEXURE-A TO INDEPENDENT AUDITORS? REPORT

Referred to in Paragraph 1 under "Report on Other Legal and Regulatory Requirements" Section of our report to the members of UFlex Limited ("the Company"), of even date for the year ended March 31, 2024 (i) In respect of Property, Plant and Equipment of the Company:

(a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment, Investment property and relevant details of Right-of-Use assets.

(B) The Company has maintained proper records showing full particulars of Intangible Assets.

(b) Property, Plant and Equipment, Investment property and Right of Use assets have been physically verified by the management during the year in accordance with the planned programme of verifying them in a phased manner over a period and no material discrepancies were noticed on such physical verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) as disclosed in the Standalone Financial Statements are held in the name of the Company or in the name of erstwhile companies merged with the Company in the past.

(d) According to the information and explanations given to us, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or its intangible assets. Accordingly, the requirements under Paragraph 3(i)(d) of the Order are not applicable to the Company.

(e) According to the information and explanations given to us, no proceeding has been initiated or pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder. Accordingly, the provisions stated in Paragraph 3(i)(e) of the Order are not applicable to the Company.

(ii) In respect of Inventory:

(a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification, coverage and procedure of such verification is reasonable and appropriate. No material discrepancies were noticed on verification between the physical stocks and the book records that were 10% or more in the aggregate for each class of inventory; (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 been sanctioned working capital limits in excess of five crore rupees, in aggregate, from Banks on the basis of security of current assets. Quarterly returns / statements filed with such Banks are materially in agreement with the books of accounts of the Company.

(iii) According to the information & explanations provided to us, during the year, the Company has not provided guarantee or security or granted advances in the nature of loans, to any entity.

(a) During the year, the Company has granted interest-bearing unsecured loans to subsidiary, Associate and one other entity as follows:

Particulars	Amounts (Rs. in Lacs)
Aggregate amount of Loan granted / provided to:
- Subsidiary	4,075.00
- Associate	1,075.00
- Others	3,000.00
Balance Outstanding as at Balance Sheet date in respect of above cases:
- Subsidiary	4,075.00
- Associate	1,075.00
- Others	2,750.00

(b) According to the information and explanations given to us and based on the audit procedures conducted by us, we are of the opinion, the investments made and the terms and conditions of the above loans given are, prima-facie, not prejudicial to the interest of the Company.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in the case of loans given, the repayment of principal and payment of interest has been stipulated and the repayments or receipts have been regular.

(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 amounts overdue for more than ninety days in respect of the aforesaid loan granted to the companies.

(e) According to the information and explanations provided to us and on the basis of our examination of the records of the Company, balance of loan of Rs. 3,505.00 lacs, granted to the above subsidiary, had fallen due during the year, which has been settled by giving the fresh loan given to the same subsidiary, constituting 43% of the aggregate to the total loans granted during the year.

(f) 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 given any loans either repayable on demand without specifying any terms or period of repayment. Hence, the requirements under Paragraph 3(iii)(f) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has not either directly or indirectly, granted any loan to any of its directors or to any other person in whom the director is interested, in accordance with the provisions of Section 185 of the Act and has complied with the provisions of Section 186 of the Act, with respect to loans, investments, guarantees and security given during the year and those outstanding in the beginning of the year.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed thereunder.

(vi) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company, as specified by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act and we are of the opinion that prima facie the prescribed accounts and 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) In respect of Statutory dues:

(a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, undisputed statutory dues including Goods and Services Tax (GST), Provident Fund, Employees? State Insurance, Income Tax, Duty of customs, Cess and other material statutory dues applicable to the Company, have been generally regularly deposited by the Company with appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of GST, Provident Fund, Employees? State Insurance, Income tax, Duty of Custom, Cess and other material statutory dues applicable to the Company, were outstanding, at the year end, for a period of more than six months from the date they became payable.

(b) Accordingfito the information and explanations given to us and examination of records of the Company, the outstanding dues (Gross of amount deposited under protest, if any) of sales tax, VAT, income-tax, excise duty, service tax, customs duty and GST and any other statutory dues on account of any dispute as of March 31, 2024, are as follows:

Name of Statute	Nature of Dues	Amount (Rs. in Lacs)	Period to which it pertains (all or some years, in case of block)	Forum where dispute is pending
The Central Sales	Sales Tax and VAT	775.20	Financial Year: 2008-09 and 2010-11	High Court
Tax Act, 1956 and concerned Value Added Tax Laws		65.20	Financial Year: 2013-14 to 2015-16	Tribunal
		139.38	Financial Year: 2015-16 to 2017-18	Appellate Authority upto Commissioner?s level
Total		979.78
The Income-tax Act, 1961	Income-tax	80.31	Assessment Year: 2002- 03 and 2003-04	High Court
		124.23	Assessment Year: 2004-05 to 2007-08	Income-tax Appellate Tribunal (ITAT)
		4,917.19	Assessment Year: 2011-12 to 2022-23	Commissioner of Income Tax Appeals
Total		5,121.73
The Central Excise Act, 1944	Excise Duty	7.73	Financial Year: 1996-97	Supreme Court
		50.76	Financial Year: 1998- 99, 1999-2000 and 2005-06	High Court
		2,904.63	Financial Year: 2012-13 to 2015-16	Tribunal
		1,554.38	Financial Year: 1997-98 to 2016-17	Pr. Commissioner / Commissioner
		242.41	Financial Year: 1997-98 to 2017-18	Superintendent/ AC/ DC/JC
Total		4,759.91
Laws on Goods and Services Tax	Goods and Services Tax (GST)	700.71	Financial Year: 2017-18 to 2019-20	High Court
		259.88	Financial Year: 2017-18 to 2023-24	DC/JC/ADC(A)
Total		960.59
Customs Act, 1962	Custom Duty (Export Incentives)	82.53	Financial Year: 2015-16 to 2020-21	High Court
		26.15	Financial Year: 2020-21	Deputy Commissioner
Total		108.68

(viii)According to the information and explanations given to us, there are no transactions which are not accounted in the books of account which have been surrendered or disclosed as income during the year in Tax Assessment of the Company, under Income Tax Act, 1961. Also, there are no previously unrecorded income which has been now recorded in the books of account. Hence, the provision stated in Paragraph 3(viii) of the Order is not applicable to the Company.

(ix) (a) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings or in payment of interest thereon to any lender.

(b) According to the information and explanations given to us and on the basis of our audit procedures, we report that the Company has not been declared willful defaulter by any bank or financial institution or other lender. (c) In our opinion and according to the information and explanations provided to us, money raised by way of term loans during the year have been applied for the purpose for which they were raised.

(d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the Standalone Financial Statements of the Company, we report that no funds raised on short-term basis have been used 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 from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures. Accordingly, Paragraph 3(ix)(e) of the Order is not applicable.

(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 subsidiaries, joint ventures or associate companies. Accordingly, Paragraph 3(ix)(f) of the Order is not applicable.

(x) (a) In our opinion and according to the information and explanations given to us, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the provision of Paragraph 3 (x)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partly or optionally convertible) during the year. Accordingly, the provision of Paragraph 3(x)(b) of the Order is not applicable to the Company (xi) (a) During the course of our audit, examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company nor on the Company, except that we have been informed by the Company that a fraud of Rs. 21 Crores approx. orchestrated by certain employees of the Company under collusion, was unearthed regarding fraudulent payments during the period from financial year 2015-2016 to 2022-2023 towards the services and commission expenses. The Company has initiated the legal action against such employees including filing a complaint with the EOW. (b) During the course of our audit of the financial statements of the Company for the year ended March 31, 2024, we have been informed by the Company that an instance of fraud, as discussed in sub-clause (a) above, amounting to Rs.21 crores approx, has been committed by the employees of the Company. As per the process defined under Section 143(12) of the Act read with Rule 13(1) of the Companies (Audit and Auditors) Rules, we are required to share our reporting under Form ADT-4 with the Board of Directors for obtaining their comments, which has been done. The reporting to the Central Government through filing of Form ADT-4 has been done within the timelines prescribed in Rule 13 of the Companies (Audit and Auditors) Rules.

(c) As represented to us by the management, there are no whistle-blower complaints received by the Company during the year. Accordingly, the provisions stated in Paragraph 3(xi)(c) of the Order is not applicable to the Company.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions stated in Paragraph 3(xii) (a) to (c) of the Order are not applicable to the Company. (xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable and details of such transactions have been disclosed in the Standalone Financial Statements as required by the applicable Indian Accounting Standards.

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

(b) We have considered internal audit reports of the Company issued till date, for the period under audit.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into non-cash transactions with directors or persons connected with its directors and hence, provisions of Section 192 of the Act are not applicable to the Company. Accordingly, the provisions stated in Paragraph 3(xv) of the Order is 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 Act, 1934 and accordingly, the provisions stated in Paragraph 3(xvi)(a) of the Order are not applicable to the Company. (b) In our opinion and according to the information and explanations given to us, the Company has not conducted during the year any Non-Banking Financial or Housing Finance activities. Hence, the reporting under Paragraph 3(xvi)(b) of the Order is not applicable to the Company.

(c) In our opinion and according to the information and explanations given to us, neither the Company nor any company in the Group, is a Core investment company as defined in the regulations made by Reserve Bank of India. Hence, the reporting under Paragraph 3(xvi)(c) and (d) of the Order are not applicable to the Company. (xvii)Based on the overall review of the Standalone Financial Statements, the Company has not incurred cash losses in the current financial year and in the immediately preceding financial year. Hence, the provisions stated in Paragraph 3(xvii) of the Order are not applicable to the Company. (xviii)There has been no resignation of the statutory auditors during the year. Hence, the provisions stated in Paragraph 3(xviii) of the Order are not applicable to the Company.

(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) (a) In respect of other than ongoing projects, the Company is not required to transfer unspent amount of Corporate Social Responsibility (CSR) to a Fund specified in Schedule VII of the Act within a period of six months of the expiry of the financial year in compliance with second proviso to sub-section (5) of Section 135 of the Act. (b) In respect of ongoing projects, the Company has transferred unspent amount to Unspent CSR Account with the Schedule Bank, within a period of thirty days from the end of the financial year in compliance with the Section 135(6) of the said Act.

For M S K A & Associates	For VIJAY SEHGAL & CO.
Chartered Accountants	Chartered Accountants
Firm Registration No.:105047W	Firm Registration No.: 000374N
Vinod Gupta	S.V. Sehgal
Partner	Partner
Membership No. 503690	Membership No. 080329
UDIN : 24503690BKEPWJ7850	UDIN : 24080329BKEGDC7115
Place: NOIDA	Place: NOIDA
Date: May 28, 2024	Date: May 28, 2024

ANNEXURE B TO THE INDEPENDENT AUDITOR?S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF UFLEX LIMITED

Referred to in paragraph 2 (g) under ‘Report on Other Legal and Regulatory Requirements? in the Independent Auditors? Report of even date to the Members of UFlex Limited on the Financial Statements for the year ended March 31, 2024

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 with reference to Standalone Financial Statements of UFlex Limited ("the Company") as of March 31, 2024 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls with reference to Standalone Financial Statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2024, based on the internal control with reference to Standalone Financial Statements 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) (the "Guidance Note").

Management?s and Board of Director?s Responsibility for Internal Financial Controls

The Company?s Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal control with reference to Standalone Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and e_icient conduct of its business, including adherence to Company?s 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 Act.

Auditors? Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to Standalone Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note issued by ICAI and Standards on Auditing prescribed under Section 143(10) of the Act, 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 with reference to Standalone Financial Statements 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 with reference to Standalone Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to Standalone Financial Statements included obtaining an understanding of internal financial controls with reference to Standalone Financial Statements, 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 auditor?s judgement, 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 su_icient and appropriate to provide a basis for our audit opinion on the Company?s internal financial controls with reference to Standalone Financial Statements.

Meaning of Internal Financial Controls With reference to Standalone Financial Statements

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 Standalone

Financial Statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control with reference to Standalone Financial Statements 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 authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized 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 With reference to Standalone Financial Statements

Because of the inherent limitations of internal financial controls with reference to Standalone Financial Statements, 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 with reference to Standalone Financial Statements to future periods are subject to the risk that the internal financial control with reference to Standalone Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For M S K A & Associates	For VIJAY SEHGAL & CO.
Chartered Accountants	Chartered Accountants
Firm Registration No.:105047W	Firm Registration No.: 000374N
Vinod Gupta	S.V. Sehgal
Partner	Partner
Membership No. 503690	Membership No. 080329
UDIN : 24503690BKEPWJ7850	UDIN : 24080329BKEGDC7115
Place: NOIDA	Place: NOIDA
Date: May 28, 2024	Date: May 28, 2024