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Stallion India Fluorochemicals Ltd Auditor Reports

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Apr 30, 2025|03:47:16 PM

Stallion India Fluorochemicals Ltd Share Price Auditors Report

Independent Auditors Examination Report on Restated Financial Information in connection with the proposed Initial Public Offering of Stallion India Fluorochemicals Limited (formerly known as Stallion India Fluorochemicals Private Limited)

The Board of Directors

Stallion India Fluorochemicals Limited

(formerly known as Stallion India Fluorochemicals Private Limited)

2, A Wing, Knox Plaza, Mindspace Off Malad Link Road, Malad (West), Mumbai-400064

Dear Sirs,

1. We have examined the attached Restated Financial Information, of Stallion India Fluorochemicals Limited (formerly known as Stallion India Fluorochemicals Private Limited) (hereinafter referred to as the

"Company" or the "Issuer" or the ‘SIFL):

(a) the "Restated Statement of Assets and Liabilities" as at September 30, 2024, March 31, 2024, March 31, 2023, and March 31, 2022(enclosed as Annexure I);

(b) the "Restated Statement of Profit and Loss" for the sub-period ended September 30, 2024, March 31, 2024 , March 31, 2023, and March 31, 2022 (enclosed as Annexure II);

(c) the "Restated Statement of Changes in Equity" for the stub-period ended September 30, 2024, March 31, 2024, March 31, 2023, and March 31, 2022 (enclosed as Annexure III);

(d) the "Restated Statement of Cash Flows" for the stub-period ended September 30, 2024, March 31, 2024 , March 31, 2023, and March 31 2022 (enclosed as Annexure IV);

(e) the "Basis of Preparation, Significant Accounting Policies" for the stub-period ended September 30, 2024, March 31, 2024, March 31, 2023, and March 31, 2022 (enclosed as Annexure V);

(f) the "Notes to Restated Financial Information" for the stub-period ended September 30, 2024, March 31, 2024, March 31, 2023, and March 31, 2022 (enclosed as Annexure VI); and

(g) the "Statement of Adjustments to Audited Financial Statements" as at and for the stub-period ended September 30, 2024, March 31, 2024, March 31, 2023, and March 31, 2022 (enclosed as Annexure VII);

(hereinafter together referred to as the "Restated Financial Information"), prepared by the Management of the Company in connection with the proposed Initial Public Offering of Equity Shares of the Company (the "IPO" or "Issue") in accordance with the requirements of:

i. Section 26 of the Companies Act, 2013 (the "Act") as amended from time to time; ii. Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended to date (the "SEBI ICDR Regulations") issued by the Securities and Exchange Board of India (the "SEBI"); and

iii. the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note").

The said Restated Financial Information has been approved by the Board of Directors of the Companyat their meeting held on December 06, 2024, for the purpose of inclusion in the Red Herring Prospectus ("RHP") and initialed by us for identification purposes only.

Managements Responsibility for the Restated Financial Information

2. The preparation of the Restated Financial Information, for the purpose of inclusion in the RHP to be filed with Securities and Exchange Board of India (SEBI), BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") in connection with the proposed Initial Public Offering of the equity shares of the

Company, is the responsibility of the Management of the Company. The Restated Financial Information have been prepared by the Management of the Company in accordance with the basis of preparation stated in Note II to Restated Financial Information in Annexure V. The Managements responsibility includes designing, implementing and maintaining internal controls relevant to the preparation and presentation of Restated Financial Information. The Management is also responsible for identifying and ensuring that the Group, its jointly controlled operations, joint ventures and associates, comply with the Act, SEBI ICDR Regulations and the Guidance Note.

Auditors Responsibilities

3. Our work has been carried out considering the concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Information in accordance with the Guidance Note on Reports in Company Prospectuses (Revised 2019) and other applicable authoritativepronouncements issued by the Institute of Chartered Accountants of India and pursuant to the requirements of Section26 of the Act, and the SEBI ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the SEBI ICDR Regulations and the Guidance Note in connection with the Issue.

4. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the Instituteof Chartered Accountants of India.

5. The Restated Financial Information has been prepared by the Companys Management from:

(a) the audited financial statements of the Company as at and for the years ended on March 31, 2023 and March 31, 2022 prepared in accordance with Accounting Standard (referred to as "AS") as prescribed under Section 133 of the Act, read with Companies (Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at the meeting held on July 03, 2023 and September 20, 2022 respectively.

(b) the Special purpose audited converged financial statements (based on the previously issued audited financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Indian Accounting Standards Ind AS) of the Company as at and for the year ended March 31, 2023 and March 31, 2022 prepared in accordance with Indian Accounting Standard (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on October 17, 2023.

(c) the audited financial statements of the Company as at and for the quarter ended September 30, 2024 and June 30, 2024 and for the years ended on March 31, 2024 prepared in accordance with Indian Accounting Standard (referred to as "Ind AS") as prescribed under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other relevant provisions of the Act, which have been approved by the Board of Directors at the meeting held on December 06, 2024, August 27, 2024 and August 13, 2024 respectively.

6. For the purpose of our examination, we have relied on

(a) Auditors reports issued by other auditors on financial statements of the Company as at and for the years ended on March 31, 2023 and March 31, 2022 prepared in accordance with Accounting Standard (referred to as "AS") as prescribed under Section 133 of the Act,read with Companies (Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, dated July 03, 2023 and September 20, 2022.

(b) Audit report issued by us on the Ind AS Financial Statements of the Company as at and for the quarter ended September 30, 2024 and June 30, 2024, and year ended March 31, 2024, March 31, 2023, and March 31, 2022 dated December 06, 2024, August 27, 2024 and August 13, 2024 respectively.

7. We have not audited any financial statements of the Company as of any date or for any period till March 31, 2023. Accordingly, we do not express any opinion on the financial position, results or cash flows of the Company as of any date or for any period till March 31, 2023.

Opinion

8. Based on our examination and according to the information and explanations given to us, we report that the Restated Financial Information:

a. have been prepared in accordance with the Act, the SEBI ICDR Regulations and the Guidance Note; b. have been prepared after incorporating adjustments in respect of changes in the accounting policies, material errors, and regrouping/reclassifications, retrospectively (as disclosed in Annexure VII to Restated Financial Information) to reflect the same accounting treatment as per the accounting policies as at and for the period ended June 30, 2023; and

c. there are no qualifications in the auditors reports which require any adjustments.

9. The Restated Financial Information does not reflect the effects of events that occurred subsequent to the respective date of reports on the audited financial statements of the Company mentioned in paragraph 8 above.

10. This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit report issued by us or other auditors on the financial statements of the Group, or any components included in those financial statements as may be applicable for the reporting period.

11. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

Emphasis of Matter

We draw attention to Note No. 26(ii) of Annexure VI to the restated financial statements, which outlines an ongoing product liability dispute between the Company and Zhejiang Sanmei Chemical Industry Co., Ltd. ("Sanmei" / "Supplier"). Management has reassessed the contingent liability related to this claim and, as per Ind AS 37 Provisions, Contingent Liabilities, and Contingent Assets, has recognized a provision for disputed trade payables. This provision reflects the probable outflow of resources required to settle this liability, based on the best available information.

We draw attention to note no. 35 of Annexure VI to the restated financial statements, which describe the acquisition of Stallion Enterprise by the Company pursuant to a slum sale agreement effective September 30, 2023. Following the acquisition, all transactions carried out under Stallion Enterprise from October 1, 2023, to September 30, 2024, were integrated into the Companys financials as part of the consolidated business.

Our opinion is not modified in respect of this matter.

Other Matters

12. a) As indicated in the Independent Auditors Examination Report on Restated Financial Information referred in paragraph 7 above:

1. The comparative financial information of the Company for the period ended March 31, 2022 and March 31, 2023, are based on the previously issued audited financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Indian Accounting Standards (Ind AS), which have been audited by us.

2. Accounts for the previous years ended March 31, 2023 and March 31, 2022 under Companies (Accounting Standard) Rules, 2006, were audited by another firm of Chartered Accountants viz. M/S. Doshi Praveen & Co. They have expressed the unmodified opinion on the financial statements for the year ended on March 31, 2023 and March 31, 2022.

Restriction on Use

13. This report is addressed to and is provided to enable the Board of Directors of the Company to include this report in the Red Herring Prospectus (RHP), prepared in connection with the proposed Initial Public Offering of Equity Sharesof the Company, to be filed by the Company with the Securities and Exchange Board of India, BSE Limited and National Stock Exchange of India Limited in connection with the proposed Initial Public Offering of the equity sharesof the Company. Our report should not be used, referred to, or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

For Mittal & Associates Chartered Accountants

Firm Registration No. 106456W

Sd/-

Hemant Bohra Partner

Membership No.165667 UDIN: Place : Mumbai Date : December 06, 2024

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