Unilex Colour & Chemical Ltd Auditor Reports

INDEPENDENT AUDITORS REPORT ON RESTATED FINANCIAL STATEMENTS

To

Unilex Colours and Chemicals Limited

106-107, Advent Atria,

Chincholi Bunder Road, Malad (West), Mumbai-400064, Maharashtra, India

Dear Sirs,

1. We have examined the attached restated financial statements of UNILEX COLOURS AND CHEMICALS LIMITED (hereinafter referred to as "the Company") comprising the Restated Statement of Assets and Liabilities as at March 31, 2024, March 31, 2023 and March 31, 2022, the Restated Statements of Profit and Loss, the Restated Cash Flow Statement for the period ended March 31, 2024, March 31, 2023 and March 31, 2022, the Summary Statement of Significant Accounting Policies, the Notes and Annexures as forming part of these Restated Financial Statements (collectively, the "Restated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on 26^th June, 2024, for the purpose of inclusion in the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus("Draft Offer Document/Offer Document") prepared by the Company in connection with its proposed SME Initial Public.

Offer of equity shares ("SME IPO") prepared in terms of the requirements of:

1. sub-clauses (i) and (iii) of clause (b) of sub-section (1) of section 26 of part I of chapter III of the Companies Act, 2013 ("the Act") read with Companies (Prospectus and Allotment of Securities) Rules 2014;
2. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018, as amended ("ICDR Regulations") and related amendments / clarifications from time to time issued by the Securities and Exchange Board of India ("SEBI")
3. The Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note")
2. The Companys Board of Directors are responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the Draft Offer Document/ Offer Document to be filed with Securities and Exchange Board of India, relevant stock exchange and Registrar of Companies, Mumbai in connection with the proposed SME IPO. The Restated Financial Information has been prepared by the management of the Company on the basis of preparation stated in Annexure IV of the Restated Financial Information. The Board of Directors responsibility includes designing implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Information. The Board of Directors is also responsible for identifying and ensuring that the Company complies with the Companies Act, (ICDR) Regulations and the Guidance Note.
3. We, M/s Mittal & Associates Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and holds the peer review certificate dated 20 May, 2024 valid till 31 May, 2027. We confirm that there is no express refusal by the peer review board of ICAI to renew the certificate and the process to renew the peer review certificate has been initiated by us.
4. We have examined such restated financial statements/information taking into consideration:
1. The terms of reference and terms of our engagement agreed upon with you in accordance with our letter dated October 23, 2023 in connection with the Draft Offer Document/ Offer Document being issued by the Company for its proposed Initial Public Offering of equity shares on relevant stock exchange ("IPO" or "SME IPO"); and
2. The Guidance Note on Reports in Company Prospectus (Revised) issued by the Institute of Chartered Accountants of India ("Guidance Note"). The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
3. Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Information; and
4. 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. These Restated Financial Statement have been compiled by the management of the company from Audited Financial Statements of the company as at and for the year ended March 31, 2024, 31st March, 2023 and 31st March, 2022 prepared in accordance with Accounting Standard as specified under section 133 of the Act and other accounting principles generally accepted in India which have been approved by the Board of Directors.
6. In accordance with the requirements of the Act including the rules made there under, ICDR Regulations, Guidance Note and Engagement Letter, we report that:
1. The "restated statement of asset and liabilities" of the Company as at March 31, 2024, March 31, 2023, and March 31, 2022 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.
2. The "restated statement of profit and loss" of the Company for the period ended on March 31, 2024, March 31, 2023, and March 31, 2022 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.
3. The "restated statement of cash flows" of the Company for the period ended on March 31, 2024, March 31, 2023, and March 31, 2022 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.
7. Based on our examination, we are of the opinion that the restated financial statements have been prepared:

1. after incorporating adjustments for the changes in accounting policies and regrouping/reclassifications retrospectively, if any in the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022 to reflect the same accounting treatment as per the accounting policies and grouping/classifications; and
2. In accordance with the Act, ICDR Regulations and the Guidance Note.

1. 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 report relating to the Company for the year ended on March 31, 2024, March 31, 2023 and March 31, 2022 proposed to be included in the Draft Offer Document/ Offer Document.

1. Summary statement of assets and liabilities, as restated as appearing in ANNEXURE I;
2. Summary statement of profit and loss, as restated as appearing in ANNEXURE II;
3. Summary statement of cash flow as restated as appearing in ANNEXURE III;
4. Restated significant accounting policies and notes to accounts as appearing in ANNEXURE IV;
5. Share capital as restated as appearing in ANNEXURE V to this report;
6. Reserves and surplus as restated as appearing in ANNEXURE VI to this report;
7. Long-term borrowings as restated as appearing in ANNEXURE VII to this report;
8. Deferred tax asset/liability as restated as per ANNEXURE VIII to this report;
9. Long-term provisions as restated as appearing in ANNEXURE IX to this report;
10. Short-term borrowings as restated as appearing in ANNEXURE X to this report;
11. Trade payables as restated as appearing in ANNEXURE XI to this report;
12. Other current liabilities as restated as appearing in ANNEXURE XII to this report;
13. Short-term provisions as restated as appearing in ANNEXURE XIII to this report;
14. Property, Plant & Equipment as restated as appearing in ANNEXURE XIV to this report;
15. Other non-current assets as restated as appearing in ANNEXURE XV to this report;
16. Inventories as restated as appearing in ANNEXURE XVI to this report;
17. Trade receivables as restated as appearing in ANNEXURE XVII to this report;
18. Cash & cash equivalents as restated as appearing in ANNEXURE XVIII to this report;
19. Short-term loans & advances as restated as appearing in ANNEXURE XIX to this report;
20. Other current assets as restated as appearing in ANNEXURE XX to this report;
21. Revenue from operations as restated as appearing in ANNEXURE XXI to this report;
22. Other income as restated as appearing in ANNEXURE XXII to this report;
23. Raw material Consumed as restated as appearing in ANNEXURE XXIII to this report;
24. Purchase of stock in trade as restated as appearing in ANNEXURE XXIV to this report;
25. Change in inventories of finished goods as restated as appearing in ANNEXURE XXV to this report;
26. Employees benefit expenses as restated as appearing in ANNEXURE XXVI to this report;
27. Finance cost as restated as appearing in ANNEXURE XXVII to this report;
28. Depreciation as restated as appearing in ANNEXURE XIV to this report;
29. Other expenses as restated as appearing in ANNEXURE XXVIII to this report;
30. Contingent liabilities as restated as appearing in ANNEXURE XXIX to this report;
31. Information in respect of CSR expenditure required to be spent by the company in Annexure XXX
32. Related party transactions as restated as appearing in ANNEXURE XXXI to this report;
33. Tax shelter as restated as appearing in ANNEXURE XXXII to this report;
34. Capitalisation statement as at 31st March, 2024 as restated as appearing in ANNEXURE XXXIII to this report;
35. Statement of accounting ratios & additional Information as restated as appearing in ANNEXURE XXXIV to this report,
36. Statement of Additional Regulatory Information as restated as appearing in ANNEXURE XXXV to this report

9. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited financial statements mentioned above.
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. In our opinion, the above financial information contained in Annexure I to XXXIV of this report read with the respective significant accounting policies and notes to restated summary statements as set out in Annexure IV are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Act, ICDR Regulations, Engagement Letter and Guidance Note.
13. Our report is intended solely for use of the Board of Directors for inclusion in the Draft Offer Document/ Offer Document in connection with the SME IPO. Our report should not be used, referred to or adjusted for any other purpose except with our 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

Place: Mumbai Date: 26^th June, 2024