Flexituff Ventures International Limited FlexiTuff …flexituff.com/wp-content/uploads/2019/11/Financial...FLEXITUFF VENTURES INTERNATIONAL LIMITED (Formerly known as Flexituff International

To, The Manager (Listing Centre) BSE Limited 25th Floor, P.J. Towers, Dalal Street, Mumbai-400 001 Code-533638

To, The Manager - Corporate Compliance National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai- 400 051 Code- FLEXITUFF

Khushboo Kothari Company Secretary & Compliance 0 [Membership No: F10081]

Flexituff Ventures International Limited (Formerly Flexituff International Limited)

Plot No. 94, Khasra No. 320 & 321/1 Sector-1, Pithampur-454 775, Distt. Dhar (MP) India Phone : 91-7292-401685-87, 421500 Email : [email protected] , url : www.flexituff.com

FlexiTuff VENTURES

14th November, 2019

REF: Flexituff Ventures International Scrip- FLEXITUFF

Limited (ISIN - INE060J01017), BSE Code-533638, NSE

Sub: Outcome of Board Meeting

Dear Sir/Madam,

With reference to the captioned subject, we would like to inform you that the Board of Directors

at their meeting held on Thursday, 14th November, 2019, inter alia, have considered the

following :-

1) Approved Unaudited Standalone Financial Results alongwith Limited Review Report

for the quarter and half year ended 30th September, 2019.

2) Approved Unaudited Consolidated Financial Results alongwith Limited Review Report

for the quarter and half year ended 30th September, 2019.

3) Accepted resignation of Mr. Bhuwan Navneet Modi (DIN: 02855329), Independent

director of the Company.

The Board meeting commenced at 3.30 p.m. and concluded at 6.45 p.m.

This is for your information and needful.

Thanking you,

For Flexituff Ventures International Limited

Encl. as above

Registered Office : C41-50, SEZ, Sector-3, Pithampur - 454775 Distt. Dhar (M.P.) India ON : L25202MP1993PLCO34616 Phone : 91-7292-420200, Email : www.flexituff.com , Website : www.flexituff.com

MSKA & Associates Chartered Accountants Floor 3, Enterprise Centre, Nehru Road, Near Domestic Airport, Vile Parle (East), Mumbai - 400 099

Mahesh C. Solanki & Co. Chartered Accountants 803, Airen Heights, PU-3, Scheme No-54, Opp. Malhar Megal Mall A.B.Road, Indore - 452 010

Independent Auditor's Review Report on Standalone Unaudited Quarterly and year to date financial results of the Company pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Board of Directors

Flexituff Ventures International Limited (formerly known as Flexituff International Limited)

1. We have reviewed the accompanying statement of unaudited standalone financial results of Flexituff

Ventures International Limited (formerly known as Flexituff International Limited) ('the Company') for

the quarter ended September 30, 2019 and the year to-date results for the period April 01, 2019 to September 30, 2019 ('the Statement') attached herewith, being submitted by the Company pursuant to

the requirements of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 as amended ('the Regulation'). Attention is drawn to the

fact that the figures for the net cash outflows for the corresponding period from April 1, 2018 to September 30, 2018, as reported in these unaudited financial results have been approved by the

Company's Board of Directors but have not been subjected to review.

2. This Statement, which is the responsibility of the Company's Management and approved by the Board of

Directors, has been prepared in accordance with the recognition and measurement principles laid down

in Ind AS 34 'Interim Financial Reporting', prescribed under Section 133 of the Companies Act, 2013 read

with relevant rules issued thereunder and other recognized accounting principles generally accepted in

India. Our responsibility is to express a conclusion on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagement (SRE)

2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity"

issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform

the review to obtain moderate assurance as to whether financial results are free of material

misstatements. A review consists of making inquiries, primarily of persons responsible for financial and

accounting matters, and applying analytical and other review procedures. A review is substantially less

in scope than an audit conducted in accordance with Standards on Auditing and consequently does not

enable us to obtain assurance that we would become aware of all significant matters that might be

identified in an audit. Accordingly, we do not express an audit opinion.

4. Based on our review conducted as above, nothing has come to our attention that causes us to believe

that the accompanying Statement of unaudited standalone financial results prepared in accordance with

the recognition and measurement principles laid down in Ind AS 34, prescribed under Section 133 of the

Amrish Vaidya Partner Membership No.: 101739 UDIN: 19101739AAAAFG4894 Place: Pithampur Date: November 14, 2019

Companies Act, 2013 read with relevant rules issued thereunder and other recognized accounting

principles generally accepted in India has not disclosed the information required to be disclosed in terms

of the Regulation including the manner in which it is to be disclosed, or that it contains any material misstatement.

5. We draw attention to Note 4 to the financial results which states that the Company has incurred net

losses of Rs. 7,236.14 lakhs during the six months ended September 30, 2019 and has a net current

liability position of Rs. 14,750.44 lakhs as on that date and describes certain loans for which the Company

is in default. Further, the Company's ability to meet its future obligations is dependent on restructuring

of its loans. These conditions indicate significant doubt on the Company's ability to continue as going

concern. The Company is in the process of executing an Inter Creditor Arrangement and proposing a

resolution plan to the lenders. In view of the above, the financial results of the Company have been prepared on a going concern basis.

Our conclusion on the Statement is not modified in respect of the above matter.

For MSKA & Associates Mahesh C. Solanki & Co. Chartered Accountants

Chartered Accountants

ICAI Firm Registration No.105047W

ICAI Firm Registration No. 006228C

SOL44

0

IND0RE it Tiwari

Partner Membership No.: 415087

Acc,

UDIN: 19415087AAAACX4058 Place: Pithampur Date: November 14, 2019

FLEXITUFF VENTURES INTERNATIONAL LIMITED

(Formerly known as Flexituff International Limited)

CIN - L25202MP1993PLCO34616

Regd. Office: C 41-50, SEC NO III, SEZ INDUSTRIAL AREA,

PITHAMPUR, INDORE, MP - 454775

STANDALONE STATEMENT OF ASSETS AND LIABILITIES AS AT SEPTEMBER 30, 2019

Flexiluff VENTURES

Rupees in lakhs, unless otherwise stated

Sr.No. Particulars

As at

30 Sep 2019 31 Mar 2019

(Unaudited) (Audited)

A ASSETS

1) Non-current assets

Property, plant and equipment 52,976.81 54,908.59 Intangible assets 5,403.28 5,773.77 Investments in subsidiaries 129.86 129.86 Right-of-use assets 416.23

Financial assets

- Investments 0.11 0.11 - Other financial assets 2,075.04 2,288.89 Deferred tax assets 2,834.13 Non-current tax assets (net) 420.25 384.24 Other non-current assets 114.82 321.00 Total non-current assets 64,370.53 63,806.46

2) Current assets

Inventories 11,562.95 14,955.12 Financial assets

- Trade receivables 27,842.90 38,628.90 - Cash and cash equivalents 176.62 375.31 - Bank balances other than cash and cash equivalents 1,486.86 1,589.86 - Loans 4,025.36 3,835.87 - Other financial assets 399.84 495.32 Current tax assets (net) 330.78 151.72 Other current assets 16,550.71 16,985.40 Total current assets 62,376.02 77,017.50

Total assets 126,746.55 140,823.96

B EQUITY AND LIABILITIES

1) Equity

Equity share capital 2,488.28 2,488.28 Other equity 27,117.88 34,356.40 Total equity 29,606.16 36,844.68

Liabilities

2) Non-current liabilities

Financial liabilities

- Borrowings 19,089.85 28,585.55 - Lease liabilities 374.35 Provisions 549.73 536.99 Deferred tax liabilities (net) 361.99 Total non-current liabilities 20,013.93 29,484.53

3) Current liabilities


- Borrowings 29,927.24 26,499.26 - Lease liabilities 76.04 - Trade payables

(a) Outstanding dues to micro enterprises and small enterprises - -

(b) Outstanding dues to creditors other than micro enterprises and small enterprises 20,901.57 25,023.62 - Other financial liabilities 23,371.42 21,670.87 Provisions 20.61 19.86 Other current liabilities 2,829.58 1,281.14 Total current liabilities 77,126.46 74,494.75

Total equity and liabilities 126,746.55 140,823.96

For Flexituff Ventures Interpational Limited

(Formerly known as Flexi .ff International Limited)

S IN A.,

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.. 6\ Sa Kalani Z u- Whole ime Director u- t?-":

(DIN: 00699380) v"

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Date : November 14, 2019 7../*(3.3



CIN - L25202MP1993PLCO34616

Regd. Office: C 41-50, SEC NO III, SEZ INDUSTRIAL AREA, PITHAMPUR, INDORE, MP - 454775

UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER & HALF YEAR ENDED SEPTEMBER 30, 2019

(Rupees in lakhs, unless otherwise stated) Quarter Ended Half year ended Year Ended

Sr.No. Particulars 30 Sep 2019 30 Jun 2019 30 Sep 2018 30 Sep 2019 30 Sep 2018 31 Mar 2019 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)

1 Income

Revenue from operations 24,295.53 28,348.65 30,234.13 52,644.18 55,770.44 117,481.31 Other income 419.14 367.71 1,183.49 786.85 2,171.05 2,688.65 Total income 24,714.67 28,716.36 31,417.62 53,431.03 57,941.49 120,169.96

2 Expenses

(a) Cost of materials consumed 14,056.17 14,131.12 16,426.92 28,187.29 30,874.18 64,380.17 (b) Purchase of stock-in-trade 2,595.62 4,309.98 1,891.17 6,905.60 1,891.17 4,417.71 (c) Changes in stock of finished goods, work-in-progress

and stock-in-trade 1,705.93 995.25 1,138.50 2,701.18 2,381.63 1,264.11 (d) Employee benefits expense 4,812.90 4,669.58 4,865.64 9,482.48 9,576.62 19,637.41 (e) Finance costs 2,649.51 2,731.01 2,809.09 5,380.52 5,415.93 10,897.73 (f) Depreciation and amortisation expense 1,854.81 1,836.13 1,714.63 3,690.94 3,485.72 7,040.67 (g) Other expenses 4,083.41 3,430.79 3,876.22 7,514.20 7,475.27 14,688.49

Total expenses 31,758.35 32,103.86 32,722.17 63,862.21 61,100.52 122,326.29

3 Loss before tax (1-2) (7,043.68) (3,387.50) (1,304.55) (10,431.18) (3,159.03) (2,156.33)

4 Tax expense

(a) Current tax -

(b) MAT charge of previous year 2.58 Less: MAT credit entitlement of previous year (2.58)

(c) Income Tax charge for previous years 57.48 (d) Deferred tax credit (2,106.76) (1,088.28) (355.60) (3,195.04) (901.47) (636.27)

Total tax (credit) (2,106.76) (1,088.28) (355.60) (3,195.04) (901.47) (578.79)

5 Net Loss for the period / year (3-4) (4,936.92) (2,299.22) (948.95) (7,236.14) (2,257.56) (1,577.54)

6 Other comprehensive (loss) / income

Items that will not be reclassified to profit or loss

(a) Remeasurements of the net defined benefit plans (1.73) (1.73) 13.57 (3.46) 27.14 (6.92) (b) Tax relating to items that will not be reclassified to

profit or loss 0.54 0.54 (4.23) 1.08 (8.46) 2.16 Other comprehensive (loss) / income for the period /

year (1.19) (1.19) 9.34 (2.38) 18.68 (4.76)

7 Total comprehensive loss for the period / year (5+6)

(4,938.11) (2,300.41) (939.61) (7,238.52) (2,238.88) (1,582.30)

8 Paid-up equity share capital (Face value of Rs. 10/-

each) 2,488.28 2,488.28 2,488.28 2,488.28 2,488.28 2,488.28

9 Other equity 34,356.40

10 Earnings per share (of Rs 10/- each) (not annualised for the quarters) [in Rs.]:

Basic a Diluted (Refer Note 6) (19.84) (9.24) (3.81) (29.08) (9.07) (6.34)



FlexiTuff VENTU fi F t.•

."■\ Saur. alani

Whole Ti e Director

(DIN: 006 9380)

Place : Pithampur

Date : November 14, 2019

.S INT6-


(Formerly known as Flexituff International Limited) FlexiTuff CIN - L25202MP1993PLCO34616 VENTURES Regd. Office: C 41-50, SEC NO III, SEZ INDUSTRIAL AREA, PITHAMPUR, INDORE, MP - 454775

STATEMENT OF STANDALONE CASH FLOWS

(Rupees in lakhs, unless otherwise stated)

Particulars

Half Year Ended Half Year ended Year Ended

30 Sep 2019 30 Sep 2018 31 March 2019

Cash flows from operating activities

Loss before tax

Adjustments for:

Depreciation and amortization expenses

Interest and finance charges

Interest income

Gain on sale of subsidiary

Amortisation of Government Grants

Provision for doubtful debts

Bad debts

Loss on sale/disposal of property, plant a equipment (net)

Unrealized foreign exchange loss / (gain) (net)

Provision for retirement benefits

Operating (loss) / profit before working capital changes

Changes in working capital

Increase/(decrease) in trade payables

Increase/(decrease) in other liabilities

Increase/(decrease) in other financial liabilities

Increase/(decrease) in provisions

Increase/(decrease) in lease Uabilites

Decrease/(increase) in trade receivables

Decrease/(increase) in inventories

Decrease/(increase) in lease assets

Decrease/(increase) in other assets

Decrease/(increase) in other financial assets

Decrease/(increase) in Loans

Decrease/(increase) in other cash and cash equivalents

Cash generated from operations

Income tax paid

Net cash Inflows from operating activities (A)

Cash flows from investing activities

Payments for property, plant and equipment and intangible assets (net)

Receipts of Government Grants Interest received

Proceeds from sale of subsidiary

Payments for purchase of Investments

Net proceeds from fixed deposits (having original maturity of more than

12 months)

Net cash outflow from investing activities (B)

Cash flows from Financing activities

Net proceeds/ (repayment) from Long term borrowings

Net proceeds/ (repayment) from short-term borrowings

Interest and finance charges paid

Net cash outflow from financing activities (C)

Net decrease in cash and cash equivalents (A+B+C)

Cash and cash equivalents at the beginning Cash and cash equivalents at the end

(Unaudited) (Unaudited) (Audited)

(10,431.18) (3,159.03) (2,156.33)

3,690.94 3,485.72 7,040.67

5,380.52 5,415.93 10,897.73

(340.35) (350.83) (673.90)

(205.27) (205.27)

(97.73) (150.30) 470.39 97.75 176.70

115.55

87.89 57.51 59.30

322.15 1,359.44 (374.70)

(2.38) 18.68 (4.80)

(804.20) 6,719.90 14,609.10

(4,139.88) 2,040.77 6,091.10

1,548.44 1,808.97 (329.90)

568.53 524.77 649.30 13.49 (52.06) (112.60)

450.39

10,372.54 (859.03) (2,151.60)

3,392.17 4,038.80 1,240.30

(416.23) -

640.92 (5,742.87) (6,254.90) 60.68 (265.60) (80.73)

(189.49) (427.40) (828.20) 103.00 (297.33) (706.20)

11,600,36 7,488.92 12,125.67

(216.15) 71.98 (92.90)

11,384.21 7,560.90 12,032.77

(1,476.56) (3,613.71) (3,881.80)

258.10 258.10

340.54 346.76 690.30

206.28 206.28

(0.11)

248.44 202.75 286.30

(887.58) (2,599.82) (2,440.93)

(9,628.46) (1,322.35) (6,346.60) 3,427.97 681.49 6,822.50

(4,494.83) (4,644.95) (10,394.50)

(10,695.32) (5,285.81) (9,918.60)

(198.69) (324.73) (326.76)

375.31 702.07 702.07

176.62 377.34 375.31

Note: The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Indian Accounting Standard (Ind AS-7)

- Statement of Cash Flow.


(Formerly known as Flexituff Inte al Limited)

Saurabh K ani

Whole Time‘Director

(DIN: 00699380)

Place : Pithampur



(Formerly known as Flexituff International Limited) CIN - L25202MP1993PLCO34616


NOTES TO UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND HALF YEAR ENDED SEPTEMBER 30, 2019

FlexiTtiff VENTURES

have expressed an unmodified opinion on these results. Board of Directors at its meeting held on November 13, 2019 and November b '14, 2019 respectively.

Committee The Statutory Auditors

1)The Statement of Financial Results as shown above, have been reviewed y the Audit

and approved by the

2)Effective April 1, 2019, the Company has adopted Ind AS 116 "Leases'

. and applied the same to all lease contracts existing

in force as on April 01, 2019 using the modified retrospective approach with right-of-use assets recognized at an amount

equal to adjusted lease liability viz. Rs. 495.28 lakhs as at April 01, 2019. Accordingly, comparatives for the quarter and

half year ended September 30, 2018 and year ended March 31, 2019 have not been retrospectively adjusted. The effect of

this adoption on the loss for the quarter ended September 30, 2019 and period from April 01, 2019 to September 30, 2019

earnings. is not significant and has been given effect in these results. There is no effect of applying the standard to retained

3)

As on September 30, 2019 the Company has defaulted in repaying the principal and interest component of loan

balance amount is still overdue.

instalments amounting to Rs. 1,790.13 lakhs and Rs. 540.33 lakhs respectively to a bank and financial institutions. From the said overdue amount, Rs. 75.76 lakhs of principal component have been paid subsequently by November 13, 2019 and

As on September 30, 2019 the Company has defaulted in repaying the principal and interest component for FCCB issued to

TPG Growth II SF Pte. Ltd. amounting to Rs. 775.32 lakhs and 909.72 lakhs respectively and also defaulted in redemption

amounts to Rs. 236.19 lakhs. of FCCB from International Finance Corporation (IFC) amounting to Rs. 6,361.65 lakhs. Interest accrued and payable to IFC

lakhs. As on September 30, 2019 the Company has also devolved Letter of Credit issued by banks amounting to Rs. 4,708.50

4)

The Company has incurred net loss of Rs. 7,236.14 lakhs during the six months ended September 30, 2019 and has a net current liability position of Rs. 14,750.44 lakhs. Further, certain loans taken by the Company have fallen due as

mentioned in Note 3. These events along with other conditions cast a significant doubt on the ability of the Company to continue as a going concern. However, the company is pursuing its lenders for re

-structuring of loans through an Inter-Creditor Agreement (ICA). The Company's ability to meet its obligations depends on restructuring of loans and to obtain additional finance to run the operations in normal course of business. The Company has planned for getting the ICA

executed and is talking to various lenders for additional financing. The Company is confident that subsequent to this it

will be able to service its debt and discharge its obligations. Accordingly, these results of the Company have been prepared on a going concern basis.

5)

On September 20, 2019, the Government of India, vide the Taxation Laws (Amendment) Ordinance 2019, inserted Section 115BAA in the Income Tax Act, 1961, which provides domestic companies an option top

ay Corporate Tax at reduced rate effective April 01, 2019, subject to certain conditions. The Company is currently in the process of evaluating this option.

6)

The Company is engaged in only one Segment viz. Technical Textile. As such there is no separate reportable segment as per Ind AS 108 'Operating Segments'.

7)There is no dilution to the basic EPS as there are no outstanding potentially dilutive shares.


(Formerly known as Flexituff ternational Limited)

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4.7A

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Sa alani

Whole ime Director (DIN: 0 699380)

Place : Pithampur


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MSKA & Associates Chartered Accountants Floor 3, Enterprise Centre, Nehru Road, Near Domestic Airport, Vile Pane (East), Mumbai - 400 099


Independent Auditor's Review Report on Consolidated Unaudited Quarterly and year to date financial results of the Group pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Board of Directors Flexituff Ventures International Limited (formerly known as Flexituff International Limited)

1. We have reviewed the accompanying statement of consolidated unaudited financial results of Flexituff Ventures International Limited (formerly known as Flexituff International Limited) ('the Holding Company'), its subsidiaries, (the Holding Company and its fourteen subsidiaries together referred to as the 'Group') for the quarter ended September 30, 2019, and the year to-date results for the period from April 01, 2019 to September 30, 2019 ('the Statement'), being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ('the Regulation'). Attention is drawn to the fact that the figures for the corresponding quarter ended September 30, 2018 and the corresponding year-to-date from April 1, 2018 to September 30, 2018 as well as the consolidated figures for the net cash outflows for the period from April 01, 2018 to September 30, 2018, as reported in these consolidated unaudited financial results have been approved by the Holding Company's Board of Directors but have not been subjected to review.

2. This Statement, which is the responsibility of the Holding Company's Management and approved by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 'Interim Financial Reporting' ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other recognized accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagement (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial results are free of material misstatement. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

MSKA & Associates Chartered Accountants Floor 3, Enterprise Centre, Nehru Road, Near Domestic Airport, Vile Pane (East), Mumbai - 400 099


4. The Statement includes the results of the following entities:

Sr. No. Name of the Company Relationship with the Holding Company

1) Flexiglobal Holding Limited, Cyprus Subsidiary

2) Nanofil Technologies Private Limited, India (up to April 30, 2018) Flexiglobal (UK) Limited, United Kingdom

Subsidiary

Step down subsidiary 3) 4) Flexituff Technology International Limited (formerly

known as Flexituff FIBC Limited) Subsidiary

5) Flexituff S.A. Enterprise LLP Subsidiary 6) Flexituff Javed Ahmed LLP Subsidiary 7) Flexituff Hi-Tech LLP Subsidiary 8) Ujjivan LUIT LLP Subsidiary 9) Flexituff Sailendra Kalita LLP Subsidiary

10) Budheswar Das Flexituff International Limited JV Subsidiary 11) Sanyug Enterprise Flexituff International Limited JV Subsidiary 12) Vishnu Construction Flexituff International Limited JV Subsidiary 13) Mayur Kartick Barooah Flexituff International Limited JV Subsidiary 14) Flexituff Sailendra Kalita JV Subsidiary 15) Flexituff Pulin Borgohain JV Subsidiary

5. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of other auditors referred to in paragraph 7 and 8 below, nothing has come to our attention that causes us to believe that the accompanying Statement prepared in accordance with the recognition and measurement principles laid down in Ind AS 34, prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other recognized accounting principles generally accepted in India has not disclosed the information required to be disclosed in terms of the Regulation including the manner in which it is to be disclosed, or that it contains any material misstatement.

6. We draw attention to Note 5 to the financial results which states that the Parent Company has incurred net losses of Rs. 7,236.14 lakhs during the six months ended September 30, 2019 and has a net current liability position of Rs. 14,750.44 lakhs as on that date and describes certain loans for which the Parent Company is in default. Further, the Parent Company's ability to meet its future obligations is dependent on restructuring of its loans. These conditions indicate significant doubt on the Parent Company's ability to continue as going concern. The Parent Company is in process of executing an Inter Creditor Agreement and proposing a resolution plan to the lenders. In view of the above, the financial results have been prepared on a going concern basis. Our Conclusion on the Statement is not modified in respect of the above matter.

7. We did not review the interim financial information of twelve subsidiaries included in the consolidated unaudited financial results, whose interim financial information before consolidation adjustments reflect total assets of Rs. 7,524.86 lakhs as at September 30, 2019 and total revenues

tofc- 8. s

Amrish Vaidya Partner Membership No.: 101739 UDIN: 19101739AAAAFF5806 Place: Pithampur Date: November 14, 2019

Mahesh C. Solanki Et Co. Chartered Accountants ICAI Firm Registration No. 006228

S LAN

Tiwari Partner Membership No.: 415087 =re d ACc', UDIN: 19415087AAAACY4785 Place: Pithampur Date: November 14, 2019

11,11)00

05

MSKA Et Associates Chartered Accountants Floor 3, Enterprise Centre, Nehru Road, Near Domestic Airport, Vile Parte (East), Mumbai - 400 099

Mahesh C. Solanki & Co. Chartered Accountants 803, Airen Heights, PU-3, Scheme No-54, Opp. Malhar Megal Mall A.B. Road, Indore - 452 010

of Rs. Nil and Rs. 0.01 lakh, total net toss after tax of Rs. 126.24 lakhs and Rs. 297.35 lakhs and total comprehensive loss of Rs. 126.24 lakhs and Rs. 297.35 lakhs, for the quarter ended September 30, 2019 and for the period from April 01, 2019 to September 30, 2019, respectively, and cash flows (net) of Rs. 42.91 lakhs for the period from April 01, 2019 to September 30, 2019, as considered in the consolidated unaudited financial results. These interim financial information have been reviewed by other auditors whose reports have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above. Our conclusion on the Statement is not modified in respect of the above matter.

8. The consolidated unaudited financial results include the interim financial information of two subsidiaries which have not been reviewed by their auditors, whose interim financial information before consolidation adjustments reflect total assets of Rs. 420.41 lakhs as at September 30, 2019 and total revenue of Rs. 0.31 lakh and Rs. 0.35 lakh, total net loss after tax of Rs. 4.61 lakhs and Rs. 8.11 lakhs and total comprehensive loss of Rs.4.61 lakhs and Rs. 8.11 lakhs for the quarter ended September 30, 2019 and for the period from April 01, 2019 to September 30, 2019, respectively, and cash flows (net) of Rs. 9.30 lakhs for the period from April 01, 2019 to September 30, 2019, as considered in the consolidated unaudited financial results. These unaudited interim financial information have been approved and furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the affairs of these subsidiaries, is based solely on such unaudited interim financial information. According to the information and explanations given to us by the Management, these interim financial information are not material to the Group.

Our conclusion on the Statement is not modified in respect of the above matter.

For MSKA Et Associates Chartered Accountants ICAI Firm Registration No.105047W



Kalani

Time Director

(DIN: 00699380)

Place Pithampur


U-

v%



CIN - L25202MP1993PLCO34616

Regd. Office: C 41-50, SEC NO III, SEZ INDUSTRIAL AREA,

PITHAMPUR, INDORE, MP - 454775

CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES AS AT SEPTEMBER 30, 2019

Flex iTuff VENTURES

Sr.No. Particulars

..pc-ca /II ,arm., Mlle]] utnerwlse srateaj

As at

30 Sep 2019 31 Mar 2019

(Unaudited) (Audited) A ASSETS

1) Non-current assets

Property, plant and equipment 52,979.34 54,911.13

Intangible assets 5,403.28 5,773.77

Right-of-use assets 416.23

Financial assets

- Investments 0.11 0.11

- Other financial assets 2,075.06 2,288.89

Deferred tax assets (net) 2,834.13 -

Non-current tax assets (net) 420.25 429.56

Other non-current assets 114.82 331.00

Total non-current assets 64,243.22 63,734.46

2) Current assets

Inventories 12,993.66 16,056.17

Financial assets

- Trade receivables 27,511.08 39,622.50

- Cash and cash equivalents 231.22 482.11

- Bank balances other than cash and cash equivalents 1,486.86 1,598.73 - Loans

148.08 - Other financial assets

2,240.09 2,100.06 Current tax assets (net)

330.78 127.88 Other current assets

17,514.37 17,675.71 Total current assets

62,308.06 77,811.24

Total assets 126,551.28 141,545.70

B EQUITY AND LIABILITIES

1) Equity

Equity share capital 2,488.28 2,488.28

Other equity 26,393.69 33,880.43

Non-controlling interest (190.09) (135.24)

Total equity 28,691.88 36,233.47

Liabilities

2) Non-current liabilities


- Borrowings 19,089.85 28,585.65

- Lease liabilites 374.35

Provisions 549.73 536.99

Deferred tax liabilities (net) 368.19

Total non-current liabilities 20,013.93 29,490.83

3) Current liabilities


- Borrowings 29,950.45 26,499.25

- Lease liabilities 76.04

- Trade payables

(a) Outstanding dues to micro enterprises and small enterprises - (b) Outstanding dues to creditors other than micro enterprises and small enterprises 21,415.50 26,248.64

- Other financial liabilities 23,416.97 21,706.45

Provisions 20.61 19.86

Current tax liabilities (net) 0.61 -

Other current liabilities 2,965.29 1,347.20

Total current liabilities 77,845.47 75,821.40

Total equity and liabilities 126,551.28 141,545.70



CIN - L25202MP1993PLCO34616

Regd. Office: C 41-50, SEC NO III, KZ INDUSTRIAL AREA, PITHAMPUR, INDORE, MP - 454775

UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER Et HALF YEAR ENDED SEPTEMBER 30, 2019

Tuff

(Rupees in lakhs, unless otherwise stated Quarter Ended Half year ended Year Ended

Sr.No. Particulars 30 Sep 2019 30 Jun 2019 30 Sep 2018 30 Sep'19 30 Sep'18 31 Mar 2019 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)

1 Income

Revenue from operations 24,295.58 28,141.79 29,714.04 52,437.37 55,147.19 124,521.47 Other income 311.90 264.82 1,108.92 576.72 1,807.77 2,118.20 Total income 24,607.48 28,406.61 30,822.96 53,014.09 56,954.96 126,639.67

2 Expenses

(a) Cost of materials consumed 14,056.17 14,131.12 16,426.92 28,187.29 30,874.18 64,380.17 (b) Purchase of stock-in-trade 2,595.62 4,309.98 588.05 6,905.60 1,130.00 4,900.32 (c) Changes in stock of finished goods, work-in-progress

and stock-in-trade 1,705.94 788.44 1,868.68 2,494.38 2,446.22 7,223.14

(d) Employee benefits expense 4,820.36 4,714.59 4,895.69 9,534.95 9,676.83 19,723.45 (e) Finance costs 2,652.12 2,733.23 2,822.27 5,385.35 5,437.48 10,916.92 (f) Depreciation and amortisation expense 1,854.81 1,836.13 1,716.66 3,690.94 3,487.75 7,043.16 (g) Other expenses 4,104.26 3,455.24 3,936.47 7,559.50 7,637.95 15,402.89

Total expenses 31,789.28 31,968.73 32,254.74 63,758.01 60,690.41 129,590.0c

3 Loss before tax (1-2) (7,181.80) (3,562.12) (1,431.78) (10,743.92) (3,735.45) (2,950.38)

4 Tax (credit) / expense

(a) Current tax (20.05) (15.77) 2.85

(b) MAT charge of previous year 2.58

Less: MAT credit entitlement of previous year (2.58)

(c) Income Tax charge for previous years 57.48

(d) Deferred tax credit (2,114.04) (1,088.28) (346.61) (3,202.32) (892.06) (623.30) Total tax (credit) / expense (2,114.04) (1,088.28) (366.66) (3,202.32) (907.83) (562.97)

5 Net Loss after tax from continuing operations (3-4) (5,067.76) (2,473.84) (1,065.12) (7,541.60) (2,827.62) (2,387.41)

6 Profit before tax from discontinued operation 108.36 108.36

7 Tax expense of discontinued operation

8 Profit after tax from discontinued operation (6-7) - - - 108.36 108.36 9 Loss on disposal of discontinued operation

(76.25) (76.25) 10 Net Profit after tax from discontinued operation (8+9) - - - - 32.11 32.11

11 Net Loss for the period / year (5+10) (5,067.76) (2,473.84) (1,065.12) (7,541.60) (2,795.51) (2,355.30)

12 Loss from continuing operations attributable to:

Equity holders of the parent (5,036.34) (2,450.41) (1,060.81) (7,486.75) (2,780.27) (2,344.29) Non-controlling interest (31.42) (23.43) (4.31) (54.85) (47.35) (43.12)

13 Profit from discontinued operation attributable to:

Equity holders of the parent 32.11 32.11

Non-controlling interest -

14 Other comprehensive income / (loss)

Items that will not be reclassified to profit or loss

(a) Remeasurements of the net defined benefit plans (1.73) (1.73) 13.57 (3.46) 27.14 (6.92) (b) Income tax effect on above 0.54 0.54 (4.23) 1.08 (8.46) 2.16

Items that will be reclassified to profit or loss

(a) Exchange differences on translation of foreign operations 2.76 0.71 33.16 3.47 11.12 (21.71) (b) Income tax effect on above (0.86) (0.22) (10.35) (1.08) (3.47) 6.77

Total Other comprehensive income/(loss) 0.71 (0.70) 32.15 0.01 26.33 (19.70)

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CIN - L25202MP1993PLCO34616


UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER & HALF YEAR ENDED SEPTEMBER 30, 2019

Tuff

(Rupees in Iakhs, unless otherwise stated)

Quarter Ended Half year ended Year Ended Sr.No. Particulars 30 Sep 2019 30 Jun 2019 30 Sep 2018 30 Sep'19 30 Sep'18 31 Mar 2019

15 Other comprehensive income/(loss) attributable to:

Equity holders of the parent 0.71 (0.70) 32.15 0.01 26.33 (19.70) Non-controlling interest

16 Total comprehensive loss (11+14) (5,067.05) (2,474.54) (1,032,97) (7,541.59) (2,769.18) (2,375.00)

17 Total comprehensive loss attributable to:

Equity holders of the parent (5,035.63) (2,451.11) (1,028.66) (7,486.74) (2,721.83) (2,331.88) Non-controlling interest (31.42) (23.43) (4.31) (54.85) (47.35) (43.12)

18 Paid-up equity share capital (Face value of Rs. 10/- each) 2,488.28 2,488.28 2,488.28 2,488.28 2,488.28 2,488.28

19 Other equity and Non-controlling interest 33,745.19

20 Earnings per share (of Rs. 10/- each) [in Rs.]:

For Continuing operations

Basic Et Diluted (Refer Note 8) (20.24) (9.85) (4.26) (30.09) (11.17) (9.42) For Discontinued operation

Basic Et Diluted (Refer Note 8) 0.13 0.13 For Continuing and Discontinued operations

Basic Et Diluted (Refer Note 8) (20.24) (9.85) (4.26) (30.09) (11.04) (9.29)



aurabh Kalani

hole Time Director

(r IN: 00699380)

P e : Pithampur


u_


Kalani

Time Director

(DIN: '699380)

Place Pithampur

Date November 14, 2019



CIN - L25202MP1993PLCO34616


STATEMENT OF CONSOLIDATED CASH FLOWS

FlexiTtiff VENTURES

(Rupees in lakhs unless otherwise stated)

Particulars

Half Year Ended Half Year ended Year Ended

30 Sep 2019 30 Sep 2018 31 March 2019

Cash flows from operating activities

Loss before tax

Profit before tax from discontinued operations

Adjustments for:

Depreciation and amortization expenses

Interest and finance charges

Interest income

Amortisation of Government Grants

Provision for doubtful debts

Bad debts

Loss on sale/disposal of property, plant a equipment (net)

Loss on Sale of Subsidiary

Unrealized foreign exchange loss / (gain) (net)

Provision for retirement benefits

Foreign Currency Translation Reserve

Operating (loss) / profit before working capital changes

Changes in working capital

Increase/idecrease) in trade payables

Increase/(decrease) in other liabilities

Increase/(decrease) in other financial liabilities

Increase/(decrease) in provisions

Increase/(decrease) in lease liabilities

Decrease/(increase) in trade receivables

Decrease/(increase) in inventories

Decrease/(increase) in lease assets

Decrease/(increase) in other assets

Decrease/(increase) in other financial assets

Decrease/(increase) in Loans

Decrease/(increase) in other cash and cash equivalents

Cash generated from operations

Income tax paid

Net cash inflows from operating activities (A)

Cash flows from Investing activities

Payments for property, plant and equipment and intangible assets (net)

Receipts of Government Grants

Interest received

Proceeds from sale of subsidiary

Payments for purchase of Investments

Net proceeds from fixed deposits (having original maturity of more

than 12 months)

Net cash outflow from investing activities (B)

Cash flows from Financing activities

Net proceeds/ (repayment) from Long term borrowings

Net proceeds/ (repayment) from short-term borrowings

Interest and finance charges paid

Net cash outflow from financing activities (C)

Net decrease in cash and cash equivalents (A+B+C) Cash and cash equivalents at the beginning

Cash and cash equivalents at the end

(Unaudited) (Unaudited) (Audited)

(10,743.92) (3,735.43) (2,950.38)

32.11 32.11

3,690.94 3,487.75 7,043.16

5,385.35 5,437.48 10,916.92

(129.86) (175.96) (298.50)

(97.73) (150.30)

470.39 97.75 176.80

115.55

87.89 57.51 71.40

76.30 76.30

322.15 1,359.44 (374.70)

(2.38) 18.68 (4.70)

2.75 (7.65) (14.90)

(898.87) 6,647.98 14,523.21

(4,850.99) 427.98 2,158.54

1,625.36 1,259.66 (911.30)

578.50 84.06 705.91

13.54 (46.99) (107.95)

450.39

11,697.99 2,812.81 (2,570.89)

3,062.54 3,524.17 7,825.93

(416.23)

377.48 (5,016.00) (5,409.63)

(174.63) (1,528.82) (729.47)

148.10 169.14

111.84 (457.06) (1,904.57)

11,725.02 7,876.93 13,579.78

(200.82) (71.30) (298.70)

11,524.20 7,805.63 13,281.08

(1,476.66) (3,671.25) (3,951.31)

258.10 258.10

130.05 171.89 312.30

206.28 206.28

(0.11)

248.4-4 202.75

(1,098.17) (2,832.23) (3,174.74)

(9,628.51) (1,102.49) 308.90

3,451.25 345.30 (454.70)

(4,499.66) (4,666.50) (10,375.90)

(10,676.92) (5,423.69) (10,521.70)

(250.89) (450.29) (415.36)

482.11 897.47 897.47

231.22 447.18 482.11

Note: The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Indian Accounting Standard (Ind AS - 7)

Statement of Cash Flow.



(Formerly known as Flexituff International Limited) CIN - L25202A4P1993PLCO34616


NOTES TO UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND HALF YEAR ENDED SEPTEMBER 3() 2019

FlexiTuff VENTURES

The Statement of Financial Results for the quarter and half year ended September 30, 2019 of Flexituff Ventures International

Limited (formerly known as Flexituff International Limited) and its subsidiaries (together referred to as 'GrouP), have been

reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on November 13, 2019 and November 14, 2019. The Statutory Auditors have expressed an unmodified opinion on these results.

2)

In the previous year, the Company had opted to publish consolidated financial results on an annual basis. Accordingly, the consolidated financial results for the quarter and half year ended September 30, 2018 are approved by the board of directors of the Company but have not been subjected to review by the Statutory Auditors.

3)

Effective April 1, 2019, the Group has adopted Ind AS 116 "Leases" and applied the same to all lease contracts existing in force

as on April 01, 2019 using the modified retrospective approach with right-of-use assets recognized at an amount equal to adjusted lease liability viz. Rs. 495.28 lakhs as at April 01, 2019. Accordingly, comparatives for the quarter and half year

ended September 30, 2018 and year ended March 31, 2019 have not been retrospectively adjusted. The effect of this adoption

on the loss for the quarter ended September 30, 2019 and period from Apnl 01, 2019 to September 30, 2019 is not significant and has been given effect in the results. There is no effect of applying the standard to retained earnings.

4)

As on September 30, 2019 the Parent Company has defaulted in repaying the principal and interest component of loan

instalments amounting to Rs. 1,790.13 lakhs and Rs. 540.33 lakhs respectively to a bank and financial institutions. From the

amount is still overdue. said overdue amount, Rs. 75.76 lakhs of principal component have been paid subsequently by November 13, 2019 and balance

As on September 30, 2019 the Parent Company has defaulted in repaying the principal and interest component for FCCB issued to TPG Growth II SF Pte. Ltd. amounting to Rs. 775.32 lakhs and 909.72 lakhs respectively and also defaulted in redemption of

amounts to Rs. 236.19 lakhs. FCCB from International Finance Corporation (IFC) amounting to Rs. 6,361.65 lakhs. Interest accrued and payable to IFC

lakhs. As on September 30, 2019 the Parent Company has also devolved Letter of Credit issued by banks amounting to Rs. 4,708.50

5)The Parent Company has incurred net loss of Rs. 7,236.14 lakhs during the six months ended September 30, 2019 and has a

net current liability position of Rs. 14,750.44 lakhs. Further, certain loans taken by the Parent Company have fallen due as

mentioned in Note 4. These events along with other conditions cast a significant doubt on the ability of the Parent Company to continue as a going concern. However, the Parent Company is pursuing its lenders for re

-structuring of loans through an Inter-Creditor Agreement (ICA). The Parent Company's ability to meet its obligations depends on re-structuring of loans and to

obtain additional finance to run the operations in normal course of business. The Parent Company has planned for getting the

ICA executed and is talking to vanous lenders for additional financing. The Company is confident that subsequent to this it

a going concern basis. will be able to service its debt and discharge its obligations. Accordingly, these results of the Company have been prepared on

6)

On September 20, 2019, the Government of India, vide the Taxation Laws (Amendment) Ordinance 2019, inserted Section

115BAA in the Income Tax Act, 1961, which provides domestic companies an option to pay Corporate Tax at reduced rate effective April 01, 2019, subject to certain conditions. The Group is currently in the process of evaluating this option.

7)The Group is engaged in only one Segment viz. Technical Textile. As such there is no separate reportable segment as per Ind AS 108 "Operating Segment"

3) There is no dilution to the basic EPS as there are no outstanding potentially dilutive shares.

1)



tiS

Saura Kalani

Whole me Director (DIN: 00699380) V.% Place : Pithampur ‘7* Date : November 14, 2019

U-

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