We have audited the accompanying Financial Statements of FLEX FOODS LIMITED (“The Company”), which comprise the
Balance Sheet as at 31st March 2025, the Statement of Profit and Loss (including other comprehensive income), the Statement
of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and notes to the financial statements,
including material accounting policy information and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 the affairs of the Company as at 31st March, 2025, and the losses and total 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 financial statements in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's
Responsibilities for the Audit of the 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 independence
requirements that are relevant to our audit of the 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 we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters
described below to be the key audit matters to be communicated in our report.
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Sr. No
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Key Audit Matters
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Auditor response
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1.
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Evaluation of uncertain tax positions
The Company has material uncertain tax positions
including matters under dispute which involves
significant judgment to determine the possible
outcome of these disputes.
Refer Notes 32 to the Financial Statements
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Principal Audit Procedures
Obtained details of completed tax assessments and demands
for the year ended March 31,2025 from management.
We also considered legal precedence and other rulings
in evaluating management's position on these uncertain
tax positions. Additionally, we considered the effect of new
information in respect of uncertain tax positions as at April 1,2024
to evaluate whether any change was required to management's
position on these uncertainties.
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2.
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Revenue Recognition
The Revenues of the Company consists primarily
of sale of products.
The Company assesses the activities promised
in a contract and identifies distinct performance
obligations in the contract, where applicable.
Identification of distinct performance obligations
to determine the deliverables and the ability of
the customer to benefit independently from such
deliverables involves significant judgment.
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Our audit procedures included and were not limited to the
following:
• Evaluation and testing ofthe design and operating effectiveness
of the relevant business process controls, inter-alia controls
over the capture, measurement, and authorization of revenue
transactions.
• Selected a sample of continuing and new contracts, and
tested the operating effectiveness of the internal control,
relating to identification of the distinct performance obligations
and determination of transaction price. We carried out a
combination of procedures involving enquiry and observation,
reperformance and inspection of evidence in respect of
operation of these controls.
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Sr. No
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Key Audit Matters
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Auditor response
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• Selected a sample of continuing and new contracts and
performed the following procedures:
• Tested, on a sample basis, sales transactions to the underlying
supporting documentation which includes goods dispatch
notes and shipping documents.
• Read, analysed and identified the distinct performance
obligations in these contracts.
• Compared these performance obligations with that identified
and recorded by the Company.
• Considered the terms of the contracts to determine the
transaction price including any variable consideration to verify
the transaction price used to compute revenue and to test the
basis of estimation of the variable consideration. • Samples in
respect of revenue recorded for time and material contracts
were tested using a combination of approved time sheets
including customer acceptances, subsequent invoicing and
historical trend of collections and disputes.
Considering any trade discount/ volume discount given to the
customer as adjustment to sales consideration and verifying
the control process adopted by the company in recognizing the
same in financial statement in accordance with Ind AS 115.
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Information Other than the Financial Statements and Auditor’s Report Thereon
The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises
the information included in the Management Discussion and Analysis, Board's Report including Annexures to Board's Report,
Business Responsibility Report, Corporate Governance and Shareholder's Information, but does not include the financial
statements and our auditor's report thereon.
Our opinion on the 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 financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during
the course of our 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.
Management’s Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 (“the Act”)
with respect to the preparation of these Financial Statements that give a true and fair view of the financial position, financial
performance, total 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 (Ind AS) prescribed under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2015.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the preparation and presentation of the Financial Statements that give
a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is 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
management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company's financial reporting process.
Auditor’s Responsibility
Our objectives are to obtain reasonable assurance about whether the 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 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 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 Companies Act, 2013, we are also responsible for expressing our opinion
on whether the company has adequate internal financial controls system 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 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 financial statements, including the disclosures, and whether the
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 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 financial statements of the current period 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 the Annexure “A” a statement on the matters specified in
paragraphs 3 and 4 of the Order.
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.
c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Statement of
Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the relevant Books
of Account.
d) In our opinion, the aforesaid Financial Statements comply with the Indian Accounting Standards prescribed under
Section 133 of the Act, read with relevant rules issued thereunder.
e) On the basis of the written representations received from the directors as on 31stMarch 2025 taken on record by the
Board of Directors, none of the directors is disqualified as on 31st March 2025 from being appointed as a director in
terms of Section 164 (2) of the Act.
f) There is no matter or transaction that in our opinion may have any adverse effect on the functioning of the Company;
g) With respect to the adequacy of the internal financial controls over financial reporting 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, 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 Financial Statements
- Refer Note 32 to the Financial Statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses; and
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 share premium or any other source or kind of funds ) by
the company to or in any other persons or entities, including foreign entities 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 (“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 its knowledge and belief, no funds have been received
by the company from any other persons or entities, including foreign entities (“Funding Parties”) with the
understanding, whether recorded in writing or otherwise that the company shall whether directly or indirectly
lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries and
c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing
has come to our notice that has caused us to believe that the representations under sub-clause (iv) (a) and
(b) contain any material mis-statement.
(v) The final dividend proposed in the previous year, declared and paid by the company during the year, is in
compliance with Section 123 of the Act.
(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. Further, during the course of
our audit we did not come across any instance of audit trail feature being tampered with.
3. As required by The Companies (Amendment) Act, 2017, In our opinion and to the best of our information and according to
the explanations given to us, the remuneration paid/ provided by the company to its director during the year is in accordance
with the provisions of section 197 of the Act, read with Schedule V of the Act.
FOR MJMJ & ASSOCIATES LLP
CHARTERED ACCOUNTANTS
FIRM REGISTRATION NO. 027706N/C400013
PLACE : NOIDA MEGHA JAIN
DATED : 16.05.2025 PARTNER
MEMBERSHIP NO. 415389
UDIN-25415389BMIDXC4790
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