We have audited the financial statements of Huhtamaki India
Limited (the “Company”) which comprise the balance sheet
as at 31 December 2024, and the statement of profit and loss
(including other comprehensive income), statement of changes
in equity and statement of cash flows for the year then ended,
and notes to the financial statements, including material
accounting policies and other explanatory information, in
which is incorporated financial information from one branch in
London, United Kingdom (hereafter referred as "the Financial
Statements").

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 (“Act”) in the manner so required and give a true and
fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at
31 December 2024, and its profit and other comprehensive
loss, changes in equity and its cash flows for the year ended
on that date.

Basis for 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 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 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 financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgement, 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.

Other Information

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 financial statements and 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 financial statements does not cover
the other information and we will 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 identified above
when it becomes available and, in doing so, consider whether
the other information is materially inconsistent with the
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
and take necessary actions, as applicable under the relevant
laws and regulations.

Management's and Board of Directors's
Responsibilities for the 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 financial statements
that give a true and fair view of the state of affairs, profit/
loss and 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 (Ind AS) 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 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, 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.

The Board of Directors is also responsible for overseeing the
Company's financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial
Statements

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 Act, we are also responsible for expressing our
opinion on whether the company has adequate internal
financial controls with reference to 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 and Board
of Directors.

• Conclude on the appropriateness of the Management
and Board of Directors use of the going concern basis
of accounting in preparation of financial statements 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.

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 Section 143(11) of the Act, we give in
the “Annexure A” a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

2 A. As required by Section 143(3) of the Act, we

report that:

a. We have sought and obtained all the
information and explanations which to the best
of our knowledge and belief were necessary
for the purposes of our audit.

b. In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of
those books, except for certain matters in
respect of audit trail as stated in the paragraph
2B(f) below.

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 books
of account.

d. In our opinion, the aforesaid financial
statements comply with the Ind AS specified
under Section 133 of the Act.

e. On the basis of the written representations
received from the directors as on 12 January
2025, 13 January 2025, 14 January 2025,
20 January 2025, 21 January 2025 and 30
January 2025 taken on record by the Board of
Directors, none of the directors is disqualified
as on 31 December 2024 from being appointed
as a director in terms of Section 164(2) of
the Act.

f. The modifications relating to the maintenance
of accounts connected therewith in respect of
audit trail are as stated in the paragraph 2A(b)
above on reporting under Section 143(3)(b) and
paragraph 2B(f) below on reporting under Rule
11(g) of the Companies (Audit and Auditors)
Rules, 2014.

g. With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company and the operating
effectiveness of such controls, refer to our
separate Report in “Annexure B”.

B. 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:

a. The Company has disclosed the impact of
pending litigations as at 31 December 2024 on
its financial position in its financial statements
- Refer Note 44 to the financial statements.

b. The Company did not have any long-term
contracts for which there were any material
foreseeable losses. The Company has made
provision, as required under the applicable
law or accounting standards, for material
foreseeable losses on derivative contracts -
Refer Note 29 to the financial statements.

c. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by
the Company.

d (i) The management has represented that,
to the best of its knowledge and belief,
as disclosed in the Note 52(a) to the
financial statements, 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, 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.

(ii) The management has represented that,
to the best of its knowledge and belief,
as disclosed in the Note 52(b) to the
financial statements, 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, 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 Parties (“Ultimate Beneficiaries”)
or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures performed
that have been 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), as
provided under (i) and (ii) above, contain
any material misstatement.

e. The final dividend paid by the Company during
the year, in respect of the same declared for
the previous year, is in accordance with Section
123 of the Act to the extent it applies to
payment of dividend.

As stated i n Note 22 to the financial statements,
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 dividend
declared is in accordance with Section 123 of
the Act to the extent it applies to declaration
of dividend.

f. Based on our examination which included test
checks and in accordance with requirements
of the Implementation Guide on Reporting on
Audit Trail under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014, except for

the instances mentioned below, the Company
has used accounting softwares 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
respective software:

• The feature of recording audit trail
(edit log) facility was not enabled at the
application and database layer to log any
direct data changes in cost center master
for booking of expenses during the period
from 1 January 2024 to 25 July 2024;

• For one accounting software operated by
a third-party service provider and used
for recording purchases of goods and
services, we are unable to comment if the
audit trail (edit log) facility was enabled at
the database layer for the period from 1
January 2024 to 30 September 2024 since
the independent auditor's report (SOC
report) report does not cover relevant
control objectives and test procedures
on audit logs. Additionally, we are unable
to comment if the audit trail (edit log)
facility was enabled at the application
and database layer to log any direct data
changes for this accounting software in
absence of independent auditor's report
(SOC report) in relation to controls at
the third-party service provider for
the period from 1 October 2024 to 31
December 2024;

• For one software operated by a third-
party service provider and used for payroll
processing, audit trail (edit log) facility at

the application level was not enabled for
certain financially relevant parameters
during the period from 1 January 2024
to 31 March 2024 and was not enabled
at database level for the period from
1 January 2024 to 31 October 2024.
Additionally, we are unable to comment
if the audit trail (edit log) facility was
enabled to log any direct data changes for
this software in absence of independent
auditor's report (SOC report) in relation
to controls at the third-party service
provider for the period from 1 November
2024 to 31 December 2024;

Further, where audit trail (edit log) facility
was enabled and operated throughout the
year, we did not come across any instance
of audit trail feature being tampered with
during the course of our audit.

The back-up of audit trail (edit log) has
not been maintained for application and
database layer of ERP system on a daily
basis for the financial year ended 31
December 2024.

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

In our opinion and according to the information and
explanations given to us, the remuneration paid and or
payable 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 and or payable 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 B S R & Co. LLP

Chartered Accountants
Firm's Registration No.:101248W/W-100022

Aniruddha Godbole

Partner

Place: Thane Membership No.: 105149

Date: 11 February 2025 ICAI UDIN:25105149BMLWYE9480