Auditor Report of Gem Aromatics Ltd.

Mar 31, 2026

1. We have audited the accompanying standalone
financial statements of Gem Aromatics Limited
(formerly known as Gem Aromatics Private Limited)
(“the Company”), which comprise the standalone
balance sheet as at March 31, 2026, and the
standalone statement of profit and loss (including
other comprehensive income), standalone statement
of cash flows for the year then ended, standalone
statement of changes in equity, and notes to the
financial statements, including a summary of material
accounting policies and other explanatory information
(hereinafter referred to as “the standalone financial
statements”).

I n 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 Companies Act, 2013 (the “Act”) in
the manner so required and give a true and fair view
in conformity with Indian Accounting Standards (“Ind
AS”) prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules,
2015, as amended and other accounting principles
generally accepted in India, of the state of affairs of
the Company as at March 31, 2026, and its profit, total

comprehensive income, changes in equity and its cash
flows for the year ended on that date.

Basis for Opinion

2. We conducted our audit of the standalone 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 Standalone 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 standalone 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 ICAI''s 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 standalone financial statements.

Key Audit Matter

3. 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.

Revenue Recognition

See Note 2.09 and 21 to standalone financial statements

The Key Audit Matter

How the matter was addressed in our audit

The Company''s revenue is derived primarily from sale of products. The principal products of the Company comprise of specialty ingredients, including, essential oils, aroma chemicals and value-added derivatives. Revenue is recognized when the control of the products being sold has been transferred to the customer. Due to the Company''s sales being under various contractual terms across the country and globally, delivery to customers in different regions might take different time periods and may result in undelivered goods at the period end. We consider a risk of misstatement in the standalone financial statements related to transactions occurring close to the year end, as these transactions could be recorded in the incorrect financial period (cut-off). In view of this and since revenue is a key performance indicator of the Company, we have identified timing of the revenue recognition as a key audit matter.

We applied the following audit procedures in this area to obtain sufficient appropriate audit evidence: • Assessed the appropriateness and compliance of Company''s accounting policies relating to revenue recognition as per the applicable Ind AS. • Obtained an understanding of the Company''s sales process and evaluated the design and implementation of key internal controls in relation to the timing of revenue recognition. We also tested the operating effectiveness of such controls for a sample of transactions and also of controls over revenue recognised on and around the reporting period. • Performing testing on selected samples of revenue transactions recorded during the year. We verified terms of invoices and acknowledged delivery receipts. Our tests of detail focused on cut-off samples to verify only revenue pertaining to current year is recognised based on terms set out in sales invoices and delivery documents.

Other Information

4. The Company''s management and board of directors
are responsible for the other information. The other
information comprises the information included in the
Board''s Report including Annexures to Board''s Report
and Management Discussion and Analysis report, but
does not include the standalone and consolidated
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 standalone 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 standalone
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
standalone 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 as required under SA 720
“The Auditors Responsibilities Relating to Other
Information”.

Responsibilities of Management and Board of

Directors for the Standalone Financial Statements

5. The Company''s management and board of directors
are responsible for the matters stated in Section
134(5) of the Act with respect to the preparation
of these standalone financial statements that give
a true and fair view of the state of affairs, profit/
loss and other comprehensive income, changes in
equity and cash flows of the Company in accordance
with the accounting principles generally accepted
in India, including Ind AS specified under Section
133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended. 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 standalone financial statements

that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements,
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 board of directors either intends to
liquidate the Company or to cease operations, or has
no realistic alternative but to do so.

The Company''s board of directors is also responsible for
overseeing the company''s financial reporting process.

Auditor’s Responsibilities for the Audit of the

Standalone Financial Statements

6. Our objectives are to obtain reasonable assurance
about whether the standalone 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 standalone 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 standalone 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
Act, 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 and board of directors.

• Conclude on the appropriateness of management
and board of director''s use of the going concern
basis of accounting in preparation of standalone
financial statements 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 standalone 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 standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

Materiality is the magnitude of misstatements in the
standalone financial statements that, individually or
in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
standalone financial statements may be influenced.
We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in
the standalone financial statements.

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
standalone 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

7. 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
purpose of our audit;

b. In our opinion proper books of account as required
by law have been kept by the Company so far as
appears from our examination of those books
except for the matter stated in the paragraph 7(i)
(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014.

c. The standalone balance sheet, the standalone
statement of profit and loss (including other
comprehensive income), the standalone
statement of cash flows and the standalone
statement of changes in equity 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 Ind AS
specified under section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules,
2015, as amended;

e. On the basis of written representations received
from the directors as on March 31, 2026 and
taken on record by the board of directors, none of
the directors is disqualified as on March 31, 2026,
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 over financial reporting of
the Company and the operating effectiveness
of such controls, refer to our separate report in
“Annexure I”.

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. The modifications relating to the maintenance of
accounts and other matters connected therewith
are as stated in the paragraph 7(b) above on
reporting under Section 143(3)(b) of the Act
and paragraph 7(i)(vi) below on reporting under
Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014.

i. 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 impact of
pending litigations on its financial position
in its standalone financial statements
- refer note 39 to the standalone
financial statement.

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

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 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 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 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; and

(c) I n our opinion and based on the audit
procedures, we have considered
reasonable and appropriate in the
circumstances; nothing has come
to our notice that has caused us to
believe that the representations under
sub-clause (a) and (b) contain any
material misstatement.

v. The Company has neither declared nor paid
any dividend during the year.

vi. Based on our examination which included
test checks, the company has used an
accounting software for maintaining its
books of account which has a feature of
recording audit trail (edit log) facility and
the same has operated throughout the year
for all relevant transactions recorded in the
software except at the database level to log
any direct data changes to the accounting
software. Further, during the course of our
audit we did not come across any instance of
audit trail feature being tampered with.
Additionally, the audit trail has been
preserved by the Company as per the
statutory requirements for record retention.

8. 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 the Annexure II a statement on the
matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.

For CHHAJED & DOSHI

Chartered Accountants

Firm Registration No.: 101794W

Abhinav Chhajed

Partner

Membership No. 196452

UDIN: 26196452HXUPEQ8108

Date: June 23, 2026

Place: Mumbai