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

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 'Auditor's
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 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.

Information Other than the Financial
Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other
information. The other information comprises the annual
report but does not include the financial statements and our
auditor's report thereon. The Annual Report is expected to be
made available to us after the date of this auditor's report.

Our opinion on the financial statements does not cover
the other information and we will not express any form of
assurance conclusion thereon.

In connection with our audit of the financial statements, our
responsibility is to read the other information identified above
when it becomes available and, in doing so, consider whether
the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit,
or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a
material misstatement therein, we are required to communicate
the matter to those charged with governance under SA 720
'The Auditor's responsibilities Relating to Other Information'.
As described in the Basis for Qualified Opinion section above,
the Board of Directors is assessing the effect on the financial
statements with respect to transfer of certain items of property,
plant and 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. Accordingly, we are unable
to conclude whether or not the other information is materially
misstated with respect to this matter.

Responsibilities of Management and Those
Charge with Governance for the Financial
Statements

The Company's Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to
the preparation of these financial statements that give a true
and fair view of the financial position, financial performance,
changes in equity and cash flows of the Company in accordance
with the accounting principles generally accepted in India,
including the Accounting Standards specified under section
133 of the Act. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and
presentation of the financial statement that give a true and
fair view and are free from material misstatement, whether
due to fraud or error.

In preparing the financial statements, the Management and
Board of Directors are responsible for assessing the Company's
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern
basis of accounting unless the Board of Directors either
intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the
Company's financial reporting process.

Auditor's Responsibilities for the Audit of the
Financial Statements

Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken
on the basis of these financial statements.

We give in "Annexure A” a detailed description of Auditor's
responsibilities for Audit of the Financial Statements.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor's Report) Order,
2020 ("the Order”), issued by the Central Government of
India in terms of sub-section (11) of section 143 of the
Act, we give in "Annexure B” a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the
extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as
it appears from our examination of those books,
including daily back-ups of books of accounts and
other books and papers maintained in electronic
mode, except for the matters stated in the paragraph
2(h) (vi) below on reporting under Rule 11(g). Further,
the servers for the back-ups of books of account and
other books and papers of the Company maintained
in electronic mode are physically located outside
India explained in Note 52 to the financial statements.

(c) The Balance Sheet, the Statement of Profit and
Loss including other comprehensive income, the

Statement of Changes in Equity and the Statement
of Cash Flow dealt with by this Report are in
agreement with the books of account.

(d) Except, for the matter described in the Basis of
Qualified Opinion section above, in our opinion,
the aforesaid financial statements comply with
the Indian Accounting Standards specified under
Section 133 of the Act.

(e) On the basis of the written representations received
from the directors as on March 31, 2025 taken on
record by the Board of Directors, none of the
directors are disqualified as on March 31, 2025 from
being appointed as a director in terms of Section 164
(2) of the Act.

(f) The reservation relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph 2(b) above on reporting
under Section 143(3) (b) and paragraph 2(h) (vi) below
on reporting under Rule 11(g).

(g) With respect to the adequacy of the internal financial
controls with reference to financial statements of
the Company and the operating effectiveness
of such controls, refer to our separate Report in
"Annexure C”.

(h) With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position in
its financial statements - Refer Note 35 to the
financial statements;

ii. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses.

iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor Education
and Protection Fund by the Company.

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 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