We have audited the accompanying Standalone Financial Statements
of FELIX INDUSTRIES LIMITED ("the Company"), which comprise
the Standalone Balance Sheet as at March 31, 2025, the Standalone
Statement of Profit and Loss, and the Standalone Statement of Cash
Flows for the year then ended and notes to the standalone financial
statements, including a summary of significant accounting policies and
other explanatory information (hereinafter referred to as " 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 ("Act") in the
manner so required and give a true and fair view in conformity with the
Accounting Standards prescribed under section 133 of the Act read
with the Rule 7 of the Companies (Accounts) Rules 2014 and other
accounting principles generally accepted in India, of the state of affairs
of the Company as at March 31,2025, and its profit and its cash flows
for the year ended on that date.

BASIS OF OPINION

We conducted our audit in accordance with the Standards on Auditing
(SAs) specified under Section 143(10) of the Act. Our responsibilities
under those SAs 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
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.

EMPHASIS OF MATTER

We draw attention to the following matters in the Notes to the
Standalone Financial Statements:

I. Notes No. 30(e) relating to the non-provision for doubtful debts
amounting to ' 97,56,061/- of which amount of ' 76,15,214/-
classified as non-current trade receivables and amount of
' 21,40,487/- classified as current trade receivables.

II. Note No. 17 relating to short term loans and advances of
' 15,80,79,174/- given by the company to various parties.

III. Note No. 11, Note No. 1(q) and Note 30(f) relating to investment
made in Foreign Subsidiary, Indian Subsidiaries and Indian
Associate Company.

Our opinion is not modified in respect of the above 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 of the current period. 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. We have determined the following matters to
be key audit matters to be communicated through our report.

DescriDtion of Kev Audit Matters:

DescriDtion of Kev Audit Matters: (Contd.)

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORS' REPORT
THEREON

The Company's Management and Board of Directors are responsible for the preparation of other information. The other information comprises the
information included in the Board’s Report including Annexures to the Board’s Report, Business Responsibility Report & Other Reports but does not
include the standalone 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 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.

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.

RESPONSIBILITY OF MANAGEMENT AND BOARD
OF DIRECTORS 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 Companies Act, 2013
("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 and cash flows of the Company in accordance
with the accounting principles generally accepted in India, including
Accounting Standards specified under Section 133 of the Act, read the
Companies (Accounts) Rules, 2014 as amended.

This responsibility also includes the maintenance of adequate
accounting records in accordance with the provision of the Act for
safeguarding of the assets of the Company and for preventing and
detecting the 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 control, 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.

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

The Management of the Company and 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 control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances. Under Section 143(3)0) 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 the Management & Board of Directors.

• 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 standalone 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
of the current period and are therefore the key audit matters.
We describe these matters in our auditors' 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
issued by The Central Government of India in term of section 143
(11) of The Companies Act, 2013, we enclose in the Annexure-A
hereto a statement on the matters specified in paragraphs 3 and
4 of the said order, to the extent applicable to the company.

2. As required by section 143(3) of the Act, based on our audit we
report to the extent applicable 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 appears from our
examination of those books;

c) The Standalone Balance Sheet, the Standalone Statement
of Profit and Loss and the Standalone Statement of Cash
Flows dealt with by this Report are in agreement with the
books of account;

d) In our opinion, aforesaid Standalone Balance Sheet, the
Standalone Statement of Profit and Loss and the Standalone
Statement of Cash Flows comply with the Accounting
Standards prescribed under section 133 of the Act read
with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of written representations received from the
directors of the Company as on March 31, 2025, and taken
on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2025, from being appointed as
a director in terms of sub-section (2) of section 164 of Act;

f) With respect to the adequacy of internal financial control
over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate report in
Annexure-B to this report;

Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Company's
internal financial controls with reference to standalone
financial statements.

g) With respect to the other matters 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 does not have any pending litigations
which would impact its financial position.

ii. The Company did not have any long-term contracts
including derivatives contracts for which there were
any material foreseeable losses.

iii. As at 31^st March, 2025 there were no amounts which
were required to be transferred to the Investor
Education and Protection Fund by the Company.

iv. Management Representation:

a. The Management of the Company has
represented to us that to the best of it's
knowledge and belief, no funds (which are
material either individually or in the aggregate)
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, 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 of the Company has
represented, that, to the best of it's knowledge
and belief no funds (which are material either
individually or in the aggregate) 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, 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.

c. Based on audit procedures which we 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 (i) and (ii) of Rule 11(e) Companies
(Audit and Auditors) Rules, 2014 (as amended)
and provided in clauses (a) and (b) above contain
any material mis-statement.

v. The company has not declared or paid any dividend
during the year.

vi. Based on our examination of books of account
which included test checks, the company has used
an accounting software for maintaining its book of
account for the financial year ended March 31, 2025
which has a feature of recording audit trail (edit log)
facility and the same has been operational for the
financial year 2024-25 for all relevant transactions
recorded in the software. Further based on test check
basis of transactions during the course of our audit,
we did not come across any instance of audit trail
feature being tampered with.

Further during the course of our audit which included
test check of transactions for verifying whether audit
trail has been preserved, we are of the opinion that the
audit trail has been preserved by the Company as per
the statutory requirements for record retention.

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

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during
the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the
limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the
Act which are required to be commented upon by us.

For and on Behalf of
S N Shah & Associates,

Chartered Accountants,
Firm Reg. No. 109782w

Sd/-

Place: Ahmedabad Firoj G. Bodla

Dated: 29^th May, 2025 Partner

UDIN: 25126770BMITGO5348 M. No. 126770