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True Colors Ltd Auditor Reports

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True Colors Ltd Share Price Auditors Report

To,

The Board of Directors True Colors Limited

(Formerly known as Ture Colors Private Limited) P-8, Ground Floor to 3rd Floor, Somakanjiini Wadi Patel Line, Khatodara, Surat, Gujarat - 395002

1. We have examined the attached restated financial information of True Colors Limited (Formerly known as True Colors Private Limited) (hereinafter referred to as “the company”) comprising the restated statement of assets and liabilities as at March 31, 2025, 2024 and 2023, restated statement of profit and loss and restated cash flow statement for the financial year ended March 31, 2025, 2024 and 2023 and the summary statement of significant accounting policies and other explanatory information (collectively referred to as the “restated financial information” or “restated financial statements”) annexed to this report and initiated by us for identification purposes. These Restated Financial Statements have been prepared by the management of the Company and approved by the board of directors at their meeting in connection with the proposed Initial Public Offering on SME Platform (“IPO” or “SME IPO”) of Bombay Stock Exchange Limited (“BSE”) of the company.

2. These restated summary statements have been prepared in accordance with the requirements of:

(i) Section 26 of Part I of Chapter III of Companies Act, 2013 (the “Act”) read with Companies (Prospectus and Allotment of Securities) Rules 2014;

(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 (“ICDR Regulations”) and related amendments / clarifications from time to time issued by the Securities and Exchange Board of India (“SEBI”);

(iii) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“Guidance Note”)

3. The Companys Board of Directors is responsible for the preparation of the Restated Financial Statements for inclusion in the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus (“Offer Document”) to be filed with Securities and Exchange Board of India (“SEBI”), BSE and Registrar of Companies (Ahmedabad) in connection with the proposed IPO. The Restated Financial Statements have been prepared by the management of the Company on the basis of preparation stated in Annexure IV to the Restated Financial Statements. The responsibility of the board of directors of the Company includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Statements. The board of directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.

4. We have examined such Restated Financial Statements taking into consideration:

(i) The terms of reference and terms of our engagement letter requesting us to carry out the assignment, in connection with the proposed SME IPO;

(ii) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

(iii) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Statements;

(iv) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO.

5. The Restated Financial Statements of the Company have been compiled by the management from audited financial statements for the financial year ended March 31, 2025, 2024 and 2023.

6. Audit for the financial year ended March 31, 2025, was audited by us vide our report dt. June 30th 2025. Audit for the financial year ended March 31, 2024 and 2023 was conducted by M/s K. N. Sheladiya & Co., Chartered Accountants vide their report dt. September 23, 2024 and August 14, 2023 respectively. There are no audit qualifications in the audit reports issued by us and by the previous auditor which would require adjustments in the Restated Financial Statements of the Company.

7. Based on our examination and according to information and explanations given to us, we are of the opinion that the Restated Financial Statements:

a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping / reclassifications retrospectively in financial year ended March 31, 2025, 2024 and 2023.

b) do not require any adjustment for modification as there is no modification in the underlying audit reports;

c) have no extra-ordinary items that need to be disclosed separately in the accounts and requiring adjustments.

d) have been prepared in accordance with the Act, ICDR Regulations and Guidance Note.

e) Emphasis of Matter

We draw attention to Annexure No. X of the Restated financial statements, which states that the Company took over a partnership firm named True Colors Print on March 29, 2024. As part of the takeover, all loans appearing in the books of the partnership firm were transferred to the books of the Company, including a loan amounting to 239.50 lakhs. In accordance with the provisions of the Companies Act, 2013, a company is generally restricted from accepting loans from persons other than its directors, their relatives, or related parties, except as permitted under the Act, however, the said loans have been repaid as on or before March 31, 2025, in order to ensure compliance with the provisions of the Companies Act, 2013. Our opinion is not modified in respect of this matter.

8. In accordance with the requirements of the Act including the rules made there under, ICDR Regulations, Guidance Note and engagement letter, we report that:

(i) The “Restated statement of asset and liabilities” of the Company for the financial year ended March 31, 2025, 2024 and 2023 examined by us as set out in Annexure I to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.

(ii) The “Restated statement of profit and loss” of the Company for the financial year ended March 31, 2025, 2024 and 2023 examined by us, as set out in Annexure II to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.

(iii) The “Restated statement of cash flows” of the Company for the financial year ended March 31, 2025, 2024 and 2023 examined by us, as set out in Annexure III to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to restated summary statements to this report.

9. We have also examined the following other financial information relating to the Company prepared by the management and as approved by the board of directors of the Company and annexed to this reporting relating to the Company for the financial year ended March 31, 2025, 2024 and 2023 proposed to be included in the Offer Document.

Annexure to Restated Financial Statements of the Company:

Annexure No. Particulars
Annexure I Summary of Statement of assets and liabilities as restated
Annexure II Summary statement of profit and loss as restated
Annexure III Summary statement of cash flows as restated
Annexure IV Corporate Information, Significant accounting policies as restated and Notes to reconciliation of restated profits and net worth
Annexure V Details of share capital as restated
Annexure VI Details of reserve and surplus as restated
Annexure VII Details of long-term borrowings as restated
Annexure VIII Details of Deferred tax liabilities/Assets as restated
Annexure IX Details of long-term provision as restated
Annexure X Details of Short-term borrowings as restated
Annexure XI Details of trade payables as restated
Annexure XII Details of other current liabilities as restated
Annexure XIII Details of short-term provision as restated
Annexure XIV Details of property, plant & equipment and intangible assets as restated
Annexure XV Details of Long-term Loans & Advances as restated
Annexure XVI Details of other non-current assets as restated
Annexure XVII Details of inventories as restated
Annexure XVIII Details of trade receivables as restated
Annexure XIX Details of cash and bank balance as restated
Annexure XX Details of short-term loans and advances as restated
Annexure XXI Details of revenue from operations as restated
Annexure XXII Details of other income as restated
Annexure XXIII Details of Cost of material consumed as restated
Annexure XXIV Details of Purchase of stock-in-trade as restated
Annexure XXV Details of Changes in finished goods and stock-in-trade as restated
Annexure XXVI Details of Changes in direct expense as restated
Annexure XXVII Details of employee benefit expense as restated
Annexure XXVIII Details of finance costs as restated
Annexure XXIX Details of depreciation and amortization expense
Annexure XXX Details of other expense as restated
Annexure XXXI Details of bi-furcation of other income as restated
Annexure XXXII Ageing of trade payables as restated
Annexure XXXIII Ageing of trade receivables as restated
Annexure XXXIV Details of related party transactions as restated
Annexure XXXV Disclosure under AS-15 as restated
Annexure XXVI Summary of significant accounting ratios as restated
Annexure XXXVII Statement of tax shelters as restated
Annexure XXXVIII Annexure for Terms of borrowings as restated
Annexure XXXIX Details of Contingent Liabilities & Commitments as restated
Annexure XL Details of Expenditure in Foreign Currency as restated
Annexure XLI Details of dues of small and micro enterprises as restated
Annexure XLII Details of Corporate Social Responsibility as restated
Annexure XLIII Details of Value of Imports calculated on CIF basis as restated
Annexure XLIV Details of Earnings in foreign currency as restated
Annexure XLV Restated Additional Regulatory Information as per Para Y of Schedule III to Companies Act, 2013 and Other Disclosures
Annexure XLVI Capitalisation Statement as at March 31, 2025 as restated

10. The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by any other firm of Chartered Accountants nor should this report be construed as a new opinion on any of the financial statements referred to therein.

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

12. Our report is intended solely for use of the board of directors for inclusion in the offer document to be filed with SEBI, BSE and Registrar of Companies (Ahmedabad) in connection with the proposed SME IPO. 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 Lakhankiya and Dosi LLP

Chartered Accountants

FRN: 154114W/W100873

Sd/-

CA Shailesh Lakhankiya

(Partner)

MRN: 147112

Place: Surat

Date: July 4, 2025

UDIN: 25147112BMIVIL4438

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