Heubach Colorants India Ltd Auditor Reports

To the Members of Heubach Colorants India Limited

Report on the Audit of the Financial Statements

Qualified Opinion

We have audited the accompanying financial statements of Heubach Colorants India Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2025, 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 policy information and other explanatory information (hereinafter referred to as the "financial statements").

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified opinion section of our report, 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 Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

We draw attention to Note 50 which describes that the Board of Directors is assessing the effect on the financial statements with respect to transfer of certain items of property, plant and with which the management

equipment without due approval from the Board of Directors. Pending Management review and reconciliation, and in absence of an appropriate valuation of the aforesaid items, we are unable to comment on the consequential effects, if any, on the financial statements.

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors 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 ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the 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 obtained by us is sufficient and appropriate to provide a basis for our qualified opinion.

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 for the year ended March 31, 2025. 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.

In addition to the matter described in the Basis for Qualified

Opinion section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matters	How the Key Audit Matters was addressed in our audit
1 Assessment of contingencies and provision relating to ongoing litigations for Direct Tax, Indirect tax and	Our audit procedures in respect of this area included but are not limited to following:
other matters [Refer notes 8, 22 and 35 to the financial statements) The Company has various ongoing Direct tax,	1. Obtained a detailed understanding of the managements process for determining provisions and contingent liabilities pertaining to tax claims and other litigation disputes.
Indirect tax and other matters under litigation. The assessment of the likely outcome of the tax and other matters and related outflow of resources	2. Verified the design, implementation and operating effectiveness of controls in respect of assessment of direct tax, indirect tax, other matters and provisions related thereon, if any.
that are probable, involve significant management judgment and uncertainty of assumptions, since they are based on the application and interpretation of law. We have considered this to be a key audit matter because of the significant impact on	3. Obtained the details and understood the nature of tax positions and litigations pending against the Company by reading the minutes of various meetings and discussing the developments during the year for litigations with the Management, the Audit Committee and management expert for the future course of action by the Company.
the financial statements and uncertainty of the possible outcomes.	4. Read the orders received by the Company from the tax authorities and opinions sought from the managements experts.
	5. Involved auditors tax experts to assist us in the assessment of the possible outcome of certain cases, evaluation of underlying assumptions in estimating the tax provisions and related expenses thereon.
	6. Evaluated the evidence supporting the managements judgment about possible outcomes and the reasonableness of the estimates made by them.
	7. Assessed and validated the appropriateness and adequacy of disclosures in the financial statements in compliance with Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets and Ind AS 12 Income Tax.

iv. 1 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 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.

2 The Management has represented, that, to the best of its knowledge and belief, 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, as on the date of this audit report, 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 Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

3 Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard 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 (1) and (2) above, contain any material mis-statement.

v. The Company has neither declared nor paid any

dividend during the year.

vi. Based on examination which included test checks, the Company has used an accounting software for maintaining its books of account (managed and maintained by a third-party software service provider] which has a feature of recording audit trail (edit log] facility except that no audit trail feature was enabled at the database level in respect of an accounting software to log any direct data changes.

Further, where enabled, audit trail feature has been operated for all relevant transactions recorded in the accounting software. Also, during the course of our audit, we did not come across any instance of audit trail feature being tampered with in respect of such accounting software. Additionally, the audit trail of prior year, has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in the previous year as explained in Note 51 to the financial statements.

3. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 read with Schedule V of the Act and the rules thereunder.

	For M S KA&Associates
	Chartered Accountants
	ICAI Firm Registration NO.105047W
	Udit Brijesh Parikh
	Partner
Place: Mumbai	Membership No.: 151016
Date: Duly 16, 2025	UDIN: 25151016BMLNMT2394

ANNEXURE A

To the Independent Auditors Report on even date on the Financial Statements of Heubach Colorants India Limited

Auditors Responsibilities for the Audit of the 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 management and Board of Directors.

?€? Conclude on the appropriateness of management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue asa going concern. If we conclude thata material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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 determined those matters that were of most significance in the audit of the financial statements for the year ended March 31, 2025 and therefore, the key audit matters. We described 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.

	For M S K A & Associates
	Chartered Accountants
	ICAI Firm Registration NO.105047W
	Udit Brijesh Parikh
	Partner
Place: Mumbai	Membership No.: 151016
Date: Duly 16, 2025	UDIN: 25151016BMFNMT2394

iv. [a) According to the information and explanations given to us and the records examined by us, in our opinion, undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess, and other statutory dues have been regularly deposited by the Company with appropriate authorities in all cases during the year.

No undisputed amounts payable in respect of these statutory dues were outstanding as at March 31, 2025, for a period of more than six months from the date they became payable.

According to the information and explanation given to us and the records examined by us, dues relating to goods and services tax, sales tax, value added tax, excise duty and service tax which have not been deposited as on March 31, 2025, on account of any dispute, are as follows: ANNEXURE B To Independent Auditors Report of even date on the Financial Statements of Heubach Colorants India Limited for the year ended March 31, 2025 (Contd.)

v. According to the information and explanations given to us, there are no transaction which are not recorded in the books of account which have been surrendered or disclosed as income during the year in Income-tax Assessment under the Income Tax Act, 1961. Accordingly, the requirement to report as stated under clause 3 [viii] of the Order is not applicable to the Company.

vi. [a] The Company does not have any loans or borrowings

or interest thereon due to any lenders during the year. Accordingly, the requirement to report under clause 3[ix] [a] of the Order is not applicable to the Company.

[b] According to the information and explanations given to us and on the basis of our audit procedures, we report that the Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

[c] In our opinion and according to the information and explanations provided to us, no money was raised by way of term loans. Accordingly, the requirement to report under clause 3[ix] [c] of the Order is not applicable to the Company.

[d] According to the information and explanation provided to us, there are no funds raised during the year. Accordingly, the requirement to report under clause 3[ix] [d] of the Order is not applicable to the Company.

[e] The Company does not have any subsidiary, associate, or joint venture. Accordingly, requirement to report under clause 3[ix] [e] of the order is not applicable to the Company.

[f] The Company does not have any subsidiary, associate, or joint venture. Accordingly, the requirement to report under clause 3[ix] [f] of the order is not applicable to the Company.

vii. [a] In our opinion and according to the information

explanation given to us, the Company did not raise any money by way of initial public offer or further public offer [including debt instruments] during the year. Accordingly, the reporting requirement under clause 3[x] [a] of the Order is not applicable to the Company.

[b] According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares orconvertible debentures [fully, partly, oroptionally convertible] during the year. Accordingly, the requirements to report under clause 3(x] [b] of the Order is not applicable to the Company.

viii. [a] Based on our examination of the books and records

of the Company and according to the information and explanations given to us, we report that no fraud by the Company or no material fraud on the Company has been noticed or reported during the year in the course of our audit, except that, for transfer of certain items of property, plant and equipment without due approval from the Board of Directors as explained in "Basis for Oualified Opinion" paragraph of the main audit report, we are unable to comment on the reporting requirements prescribed under this clause.

[b] During the year no report under Section 143(12] of the Act, has been filed by cost auditor or secretarial auditor or by us in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors] Rules, 2014 with the Central Government.

[c] We have taken into consideration the whistle blower complaints received by the Company during the year while determining the nature, timing, and extent of audit procedures

ix. The Company is not a Nidhi Company. Accordingly, the provisions stated under clause 3[xii] [a] to [c] of the Order are not applicable to the Company.

According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards. ANNEXURE B To Independent Auditors Report of even date on the Financial Statements of Heubach Colorants India Limited for the year ended March 31,2025 (Contd.)

xi. [a] In our opinion and based on our examination, the

Company has an internal audit system commensurate with the size and nature of its business.

[b] We have considered the internal audit reports of the Company issued till the date of our audit report, for the period under audit.

xii. According to the information and explanations given to us, and based on our examination of the records of the Company, in our opinion during the year the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and accordingly, the requirement to report on clause 3(xv] of the Order is not applicable to the Company.

xiii. [a] The Company is not required to be registered under

Section 45 IA of the Reserve Bank of India Act, 1934 (2 of 1934] and accordingly, the requirements to report under clause 3(xvi](a] of the Order is not applicable to the Company.

[b] The Company is not engaged in any Non-Banking Financial or Housing Finance activities during the year and accordingly, the provisions stated under clause 3 [xvi](b] of the Order are not applicable to the Company.

[c] The Company is not a Core investment Company [CIC] as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report underclause3 [xvi](c] oftheOrderisnotapplicable to the Company.

[d] The Group [as defined in the Core Investment Companies [Reserve Bank] Directions, 2016] does not have more than one Core Investment Company as a part of its group. Accordingly, the reporting under clause 3 [xvi] [d] of the Order is not applicable to the Company.

xiv. Based on the overall review of financial statements, the Company has not incurred cash losses in the current financial year and in the immediately preceding financial year. Accordingly, the requirement to report under clause 3[xvii] of the Order is not applicable to the Company

xv. There has been no resignation of the statutory auditors during the year. Accordingly, reporting under clause 3 [xviii] of the Order is not applicable to the Company.

xvi. According to the information and explanations given to us and on the basis of the financial ratios (as disclosed in Note 47 to the financial statements], ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing atthe date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state thatthis is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xvii. [a] In respect of otherthan ongoing projects, there are no

unspent amounts that are required to be transferred to a Fund as specified in Schedule VII of the Act as disclosed in Note 38 to the financial statements.

[b] There are no ongoing projects and accordingly reporting under Clause 3(xx](b] of the Order is not applicable to the Company.

xviii. The reporting under clause 3(xxi] of the Order is not applicable in respect of audit of standalone financial statements. Accordingly, no comment in respect of the said Clause has been included in the report.

	For M S K A & Associates
	Chartered Accountants
	ICAI Firm Registration No.105047W
	Udit Brijesh Parikh
	Partner
Place: Mumbai	Membership No.: 151016
Date: July 16, 2025	UDIN: 25151016BMLNMT2394

ANNEXURE C

To the Independent Auditors Report of even date on the Financial Statements of Heubach Colorants India Limited

[Referred to in paragraph 2(g) under Report on Other Legal and Regulatory Requirements in the Independent Auditors Report of even date to the Members of Heubach Colorants India Limited on the Financial Statements for the year ended March 31, 2025]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls with reference to financial statements of Heubach Colorants India Limited ("the Company") as of March 31, 2025 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Opinion

In our opinion, the Company, including has, in all material respects, an adequate internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2025, based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India (ICAI).

Managements and Board of Directors Responsibility for Internal Financial Controls

The Companys Management and the Board of Directors are responsible for establishing and maintaining internal financia controls based on the internal control with reference to financia statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by ICAI. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the auditto obtain reasonableassuranceabout whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls With reference to Financial Statements

A companys internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls With reference to financial statements

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, orthat the degree of compliance with the policies or procedures may deteriorate.

	For M S K A & Associates
	Chartered Accountants
	ICAI Firm Registration No.105047W
	Udit Brijesh Parikh
	Partner
Place: Mumbai	Membership No.: 151016
Date: July 16, 2025	UDIN: 25151016BMLNMT2394