We have audited the standalone financial statements of
DUCOL ORGANICS AND COLOURS LIMITED (the Company”)
having CIN No L24239MH1994PLC079015, which comprise
the balance sheet as at 31^st March, 2025, and the statement
of Profit and Loss, (statement of changes in equity) and
statement of cash flows for the year ended as on 31^st March,
2025 , and notes to the financial statements, including
a summary of significant accounting policies and other
explanatory information [in which are included the Returns for
the period ended on that date audited by the branch auditors
of the Company's branches.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the
Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted
in India, of the state of affairs of the Company as at 31^st March,
2025, and profit (changes in equity) and its cash flows for the
year ended on 31^st March, 2025.

Basis for Opinion:

We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under section 143(10) of
the Companies Act, 2013. 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 together with the ethical
requirements that are relevant to our audit of the financial
statements under the provisions of the Companies Act, 2013
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 we
have obtained is sufficient and appropriate to provide a basis
for our opinion on the financial statement.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the

Standalone financial statements of the current period. These
matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion
on these matters. We have not found any such matters related
to the audit of this standalone financial statement which are
to be reported here.

Emphasis of Matter

We draw attention to Note 1.5 of the accompanying Statement,
which describes that subsequent to the reporting date, the
Company has completed the acquisition of M/s Bitumag
Industries Private Limited, effective 17^th April 2025. As stated
in the said note, this acquisition is expected to have strategic
significance for the Company. Our opinion is not modified in
respect of this matter.

Other Matters

Other matters are those matters other than those that are
presented or disclosed in the financial statements that, in our
opinion is relevant to user's understanding of the audit.

First-time Adoption of Ind AS as stated in Note 1to the financial
results, the figures for the year ended 31 March 2024 have
been restated as per Ind AS to make them comparable. These
adjustments were prepared by the Company's management
and have been audited by us.

We draw attention to the disclosures in Note 43 of the financial
results which describe the transition from previous Indian
GAAP to Ind AS, and the key reconciliations for equity and total
comprehensive income under the two frameworks.

Responsibilities of Management and Those Charged
with Governance for the Standalone Financial
Statements

The Company's Board of Directors is responsible for the
matters stated in section 134(5) of the Companies Act, 2013
("the Act”) with respect to the preparation of these standalone
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 statements that give a true and
fair view and are free from material misstatement, whether
due to fraud or error.

In preparing the financial statements, management is
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 management either intends to liquidate the
Company or to cease operations, or has no realistic alternative
but to do so.

Those 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.

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 Companies Act, 2013, we are also responsible
for expressing our opinion on whether the company has

adequate internal financial controls system 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.

• Conclude on the appropriateness of management's 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 Company's ability
to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw
attention in our auditor's 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 auditor's 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 determine those matters that
were of most significance in the audit of the financial
statements of the current period and are therefore the
key audit matters. We describe these matters in our
auditor's 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.

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 in

terms of Section 143(11) of the Act, we give in "Annexure

A” a statement on the matters specified in paragraphs 3

and 4 of the Order.

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.

c) The Balance Sheet, the Statement of Profit and Loss
including Other Comprehensive Income, Statement
of Changes in Equity and the Statement of Cash
Flow Statement dealt with by this Report are in
agreement with the books of account.

d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014.

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

f) With respect to the adequacy of the internal financial
controls with reference to standalone financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in "Annexure B”. Our report expresses an
unmodified opinion on the adequacy and operating
effectiveness of the Company's internal financial
controls with reference to standalone financial
statements.

g) With respect to the other matters to be included
in the Auditor's Report in accordance with the
requirements of section 197(16) of the Act, as
amended. In our opinion and to the best of our
information and according to the explanations
given to us, the remuneration paid by the Company
to its directors during the year is in accordance with
the provisions of section 197 of the Act.

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 does not have any pending
litigations which would impact its financial
position.

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

iii. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company.

iv. (a) The Management has represented that,

to the best of its knowledge and belief,
no funds (which are material either
individually or in the aggregate) 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 or entity, including foreign entity
("Intermediaries”), with the understanding,
whether recorded in writing or otherwise,
that the Intermediary shall, whether,
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;

(b) The Management has represented,
that, to the best of its knowledge and
belief, no funds (which are material
either individually or in the aggregate)
have been received by the Company
from any person or entity, including
foreign entity ("Funding Parties”), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall, whether, 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;

softwares. Further, during the course of audit
we did not come across any instance of audit
trail feature being tempered with.

As proviso to Rule 3(1) of the companies
(Accounts) Rules, 2014 is applicable from
April 1,2023, reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014
on preservation of Audit Trail as per statutory
requirements for record retention is applicable
for the financial year ended March 31,2025.

For Choudhary Choudhary & Co.

Chartered Accountants
Firm Reg. No. 02910C

Alok Kumar Mishra

Partner

Membership No. 124184
UDIN: 25124184BMIADZ2702
Place: Mumbai
Date: 21.05.2025