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Uflex Ltd Auditor Reports

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Jul 18, 2025|12:00:00 AM

Uflex Ltd Share Price Auditors Report

<dhhead>Independent Auditor’s Report</dhhead>

to the Members of UFlex Limited

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, 2025, 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, 2025, 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 sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Emphasis of Matter

Attention is drawn to the note no. 40 of the standalone financial statements in respect of additions made by the Income
Tax Department in an order passed under section 143 (3) of the Income Tax Act, 1961 in May 2024 for the Assessment
Year (AY) 2020-21 and another order of AY 2021-22 passed during the current year, including the impact of search
proceedings conducted on the Company under section 132 (1) of the Income Tax Act, 1961, in the month of February
2023. The Company has preferred appeals against the above stated order of demands as stated in the said note. As the
proceedings under the aforesaid section 132 (1) of the Income Tax Act, 1961 for the relevant AYs are pending/ going
on, the impact of the matter on the standalone financial statements, cannot be assessed, is currently undetermined.
As stated in note, the management of the Company after considering all available information, available judicial
pronouncement on the similar issues and facts as on date, is confident that no material tax liability will devolve on the
Company.

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

Our audit procedures in respect of this area included:

multiple products and services including
flexible packaging activities, engineering
and related activities etc. 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.
Revenue, from the service contract is
recognized when the related services are
performed.

• Assessed the appropriateness of the Company’s revenue recognition
accounting policies in compliance with Ind AS 115 "Revenue from
Contracts with 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.

• 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
efforts in assessing the appropriateness
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 47)

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
effectiveness 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 Management and Board of Directors are responsible for the other information. The other information
comprises the information included in the Company’s annual report but does not include the standalone and
consolidated financial statements and our auditor’s 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 such 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.

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
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 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.

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 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 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.

Other Matter

The audited standalone financial statements of the Company for the year ended March 31, 2024, were audited by one
of the predecessor joint auditor with Vijay Sehgal & Co. who have jointly expressed an unmodified opinion vide their
reports dated May 28, 2024.

Our opinion is not modified in respect of above matter.

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 (read with our comment on audit trail in paragraph 2 (i) vi below).

(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, 2025 taken on record by the
Board of Directors, none of the directors are disqualified as on March 31, 2025 from being appointed as a director
in terms of Section 164 (2) of the Act.

(f) 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".

(g) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our
remarks in paragraph 2 (i) vi below on reporting under Rule 11(g) ofthe Rules.

(h) 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.

(i) 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 checks, the Company has used an accounting software
for maintaining its books of account 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 except (a) for
accounting software in respect of certain transactions tables at the application level and (b) at the database
level. Further, during the course of our audit, we did not come across any instance of audit trail feature being
tampered with. Additionally, where the audit trail (edit log) facility was enabled in the previous year, the audit
trail has been preserved by the Company as per the statutory requirements for record retention.

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, 2025

(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 and explanations given to us and on the basis of our
examination of the records of the Company, the Company has made investments, granted
unsecured loans and provided guarantee to companies but not provided security, 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,
during the year, the Company has granted interest-bearing unsecured loans to Subsidiary, Associate, Joint
Venture and one other entity & also provided the guarantee to a step-down Subsidiary, as follows:

Particulars

Amounts (Rs. in Lacs)

Aggregate amount granted / provided during the year:

Guarantees

Loans

- Subsidiary

-

TOM HEIGHT=21>

3,950.00

- Step-down Subsidiary

15,325.10

-

Particulars

Amounts (Rs. in Lacs)

- Associate

-

1,000.00

- Joint Venture*

-

64.19

- Others

-

5,450.00

* Renewal of loan .

Balance Outstanding as at Balance Sheet date in respect of above cases:

- Subsidiary

-

3,750.00

- Step-down Subsidiary

15,325.10

-

- Associate

-

1,130.00

- Joint Venture

-

64.19

- Others

-

7,369.00

(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, guarantee provided 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, except where terms of repayment have been
modified, in respect of Joint Venture referred above.

(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, portion of loans of Rs. 4,625.00 lacs, granted to the above Subsidiary & Associate,
had fallen due during the year, which has been settled by giving the fresh loan to the above Subsidiary &
Associate, constituting 44% 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) According to 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,
2025, 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
Tax Act, 1956 and
concerned Value Added
Tax Laws

Sales Tax and
VAT

775.20

Financial Year: 2008-09
and 2010-11

High Court

65.20

Financial Year: 2013-14
to 2015-16

Tribunal

107.95

Financial Year: 2015-16
to 2017-18

Appellate Authority
upto Commissioner’s
level

Total

948.35

The Income-tax Act, 1961

Income-tax

80.31

Assessment Year: 2002-
03 and 2003-04

High Court

32,844.13

Assessment Year: 2014-
15 to 2022-23

Commissioner of
Income Tax Appeals

Total

32,924.44

The Central Excise Act,
1944

Excise Duty

2,887.74

Financial Year: 2011-12
to 2016-17

Tribunal

1,554.38

Financial Year: 1997-98
to 2017-18

Pr. Commissioner /
Commissioner

242.41

Financial Year: 1997-98
to 2017-18

Superintendent/ AC/
DC/JC

Total

4,684.53

Laws on Goods and
Services Tax

Goods and
Services Tax
(GST)

700.71

Financial Year: 2017-18
to 2019-20

High Court

258.42

Financial Year: 2017-18
to 2024-25

DC/JC/ADC(A)

Total

959.13

Customs Act, 1962

Custom Duty

82.53

Financial Year: 2015-16
to 2020-21

High Court

26.15

Financial Year: 2020-21

Deputy Commissioner

123.04

Financial Year: 2020-21
& 2023-24

CESTAT

Total

231.72

(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 during the year 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 wilful 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 during the year 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 during the year 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, our 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, either noticed or reported during the year, nor have we been informed of such case by the
Management.

(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 for the reporting period.

(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 resignation by one of the joint statutory auditors during the year and there were no issues,
objections or concerns raised by the outgoing auditors.

(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.

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

Referred to in paragraph 2 (f) 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, 2025

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, 2025 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, 2025, 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 efficient 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 Company’s 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 sufficient 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 Company’s 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 Company’s
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 Company’s 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 LODHA & CO LLP

For VIJAY SEHGAL & CO.

Chartered Accountants

Chartered Accountants

Firm Registration No.: 301051E/E300284

Firm Registration No.: 000374N

Shyamal Kumar

S.V. Sehgal

Partner

Partner

Membership No. 509325

Membership No. 080329

UDIN: 25509325BMINTO7479

UDIN: 25080329BMULAW1804

Place: NOIDA

Place: NOIDA

Date: May 17, 2025

Date: May 17, 2025

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