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 2025, 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 2025, and its profit (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 ? 528.82 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 material
uncertainty on account of financial and operational
difficulties as stated in Note 41 to the standalone
financial statements, we are unable to comment on
the recoverability of deferred tax asset and
consequential impact, if any, on the Statement.

(b) . The Company's Cash Generating Unit ("CGU") viz.

Kashipur cluster, has a carrying value of ?2,360.65

million as at 31 March 2025 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 56 to the standalone financial
statements. 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.

4. We conducted our audit in accordance with the
Standards on Auditing (SA's) 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 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 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 56 to the Statement, which
states that the Company is facing operational and
financial difficulties as at 31 March 2025 indicating
several factors that a material uncertainty exists
which casts doubt on the Company's ability to
continue as a going concern. The Statement has been
prepared on a going concern basis based on
management's assessment of the Company's future
prospects

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

Emphasis of Matters

6. We draw attention to

(a). The Company has entered into one time settlement
arrangement with IFCI LTD and FCCBs with TPG
Growth II SF Pte. Ltd. and International Finance
Corporation (IFC) and booked gain on one time

settlement of ? 1,658.51 million during the year ended
31 March 2025 on the payment of principle of FCCBs.
(Refer note 55 to the Statement)

(b) . The Company had executed Business Transfer

Agreement (BTA) with Flexituff Technology
International Limited (FTIL) on 28 August 2023 for
sale of Flexible Intermediate Bulk Container (FIBC)
business of Pithampur units of the Company. The
sale is completed on 30 April 2024 via slump sale for a
lump sum consideration.

As per BTA sale consideration was ? 3,190.60 million
considering transfer of bank limits of ? 839.50 million
to (FTIL). However, consortium banks have
sanctioned fresh limits to FTIL to the extent amount
restructured and appropriated that amount
disbursed for reduction of banks limits of the
Company. By virtue of modus operandi adopted by
banks, sale consideration as well as net assets
transferred increased by ? 839.50 million.

The cost of acquisition of FIBC business comprises of
net book value of assets and liabilities of FIBC
business of Pithampur units as at 30 April 2024
amounting to ? 254.07 million.

The total profit on sale of business to the Company is
? 3,776.02 million (Refer note 57 to the Statement).

(c) . Due to implementation of restructuring of bank debt,

finance cost of ? 113.65 million which is being shown
in prior period expense on account of change in
interest rate during year ended 31 March, 2025 (Refer
note 60 to the Statement).

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 Auditor's Report thereon

8. The Company's 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 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
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 Company's 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 standalone
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
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
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 Company's financial reporting
process.

Auditor's 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
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 SA's 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 SA's 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 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;

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 (Auditor's 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 so far as it appears
from our examination of those books.

c) . The Balance sheet and the Statement of Profit and

Loss including Other Comprehensive Income,
Statement of Changes in Equity and the Statement of
Cash Flows dealt with by this Report 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 2025 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

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 as at 31 March
2025 in its standalone financial statements - Refer
Note 43 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
2025;

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 sub¬
clause (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 2025.

vi Based on our examination, which included test
checks, the Company has used accounting
software for maintaining its books of account
which has a feature of recording audit trail (edit
log) facility and the same has been operated
throughout the year for all relevant transactions
recorded in the respective software.

Further, where audit trail (edit log) facility was
enabled, we did not come across any instance of
the audit trail feature being tampered with during
the course of our audit and the audit trail has been
preserved by the Company as per the statutory
requirements for record retention.

18. With respect to the matter to be included in the
Auditor's Report under Section 197(16) of the Act:

a). According to information and explanations given to
us, the Company has not paid or provided for any
managerial remuneration during the year. Hence,
reporting under section 197(16) of the Act is not
applicable.

For Mahesh C. Solanki & Co.

Chartered Accountants
Firm's Registration No.: 006228C

Mahesh Solanki

Partner

Membership No.: 074991
UDIN: 25074991BMJAJN9926

Place: Indore
Date: May 30, 2025