We have audited the accompanying standalone financial
statements of Aarti Industries Limited (the "Company”),
which comprise the Balance Sheet as at 31 March 2025, the
Statement of Profit and Loss (including the statement on
Other Comprehensive Income), the Statement of Changes
in Equity and the Statement of Cash Flows for the year
ended on that date and notes to the financial statements
(including summary of the material accounting policies and
other explanatory information (hereinafter referred to as the
"standalone financial statements”).

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
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 the 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 31 March 2025 and its profit, and total
comprehensive income, changes in equity and its cash flows
for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial
statements in accordance with the Standards on Auditing
("SA”s) 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 independence requirements
that are relevant to our audit of the standalone financial
statements under the provisions of the Act and the Rules
made 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
obtained by us is sufficient and appropriate to provide a basis
for our audit opinion on the standalone financial statements.

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 determined the
matters described below to be the key audit matters to be
communicated in our report.

Information Other than the Standalone Financial
Statements and Auditor's Report thereon

The Company’s Board of Directors is responsible for the
preparation of the other information. The other information
comprises information included in the Management
Discussion and Analysis, Board’s Report including annexures
thereto, Business Responsibility and Sustainability Report,
Corporate Governance Report, and Shareholder Information,
but does not include the standalone financial statements
and our auditor’s report thereon, which we expect 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 do 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 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.

If, based on the work we have performed on the other
information obtained prior to the date of this auditor’s report,
we conclude that there is a material misstatement of this
other information, we are required to report that fact. We
have nothing to report in this regard.

When we read the additional information mentioned above
that will be included in 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
and take appropriate action as applicable under the relevant
laws and regulations.

Responsibilities of the 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 Act with respect to
the preparation of these standalone financial statements
that give a true and fair view of the financial position,
financial performance, including other comprehensive
income, changes in equity and cash flows of the Company in
accordance with the Ind AS and other accounting principles
generally accepted in India. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgements 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 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.

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

Auditors' Responsibilities for the Audit of the
Standalone Financial Statements

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 scepticism
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 financial 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 with reference to standalone financial
statements 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 the 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
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 Ind
AS 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

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, based on our
audit 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.
Insofar as the modification on maintaining an audit
trail in the accounting software is concerned, refer
paragraph (i) (vi) below;

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

d) In our opinion, the aforesaid financial statements
comply with the Ind AS 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 taken on record by
the Board of Directors, none of the directors is
disqualified as on 31 March 2025 from being
appointed as a director in terms of Section 164(2)
of the Act.

f) The modification arising from the maintenance
of the audit trail on the accounting software,
comprising the application and database are as
stated in the paragraph (i) (vi) below on reporting
under Rule 11(g);

g) 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

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.

h) 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.

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, as amended, 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 standalone financial statements
- Refer note 36 to the standalone
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. (a) The Management has represented

that, to the best of its knowledge and
belief as disclosed in note no 45(v) to
the standalone financial statements,
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, as disclosed in note no 45(vi) to
the standalone financial statements,
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;

(c) Based on the audit procedures that
have been 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
(i) and (ii) of Rule 11(e), as provided
under (a) and (b) above, contain any
material misstatement.

v. As stated in note no 16.7 to the standalone

financial statements

(a) The final dividend proposed in the
previous year, declared and paid by
the Company during the year is in
accordance with Section 123 of the Act,
as applicable.

(b) The Board of Directors of the Company
have proposed final dividend for the
year which is subject to the approval
of the members at the ensuing Annual
General Meeting. The amount of
dividend proposed is in accordance with
section 123 of the Act, as applicable.

With the exception of audit trail functionality
at the database level as mentioned above,
we confirm that the Company has preserved
the audit trail in accordance with statutory
requirements for record retention.

For Gokhale & Sathe

Chartered Accountants

FRN:-103264W

Uday Girjapure

Partner

Membership No. 161776

UDIN: 25161776BMOHSE1701

Place: Mumbai

Date: May 8, 2025