Indogulf Cropsciences Ltd Auditor Reports

Independent Auditors Examination Report on the Restated Consolidated Statement of Assets and Labilities as at December 31, 2024, December 31, 2023, March 31, 2024, March 31, 2023 and March 31, 2022 and the Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Restated Consolidated Statement of Changes in Equity and the Statement of Material Accounting Policies, and other explanatory information for the nine months ended December 31, 2024, and December 31, 2023 and the Financial Years ended March 31, 2024, 2023 and 2022 of Indogulf Cropsciences Limited (collectively, the "Restated Consolidated Financial Information")

The Board of Directors Indogulf Cropsciences Limited

501, Gopal Heights, Netaji Subhash Place,

Delhi - 110034 India

Dear Sirs

1. We, Devesh Parekh & Co., Chartered Accountants ("We" or "Us" or "Our" or "the Firm") have examined, the attached Restated Consolidated Financial Information, expressed in Indian Rupees in millions, of Indogulf Cropsciences Limited (the "Company" or the "Holding Company" or the "Issuer") and its subsidiary (the Company and its subsidiaries together referred to as "the Group"), comprising the Restated Consolidated Statement of Assets and Liabilities as at December 31, 2024, December 31, 2023, March 31, 2024, 2023 and 2022, the Restated Consolidated Statement of Profit and Loss (including other comprehensive income), the Restated Consolidated Statement of Changes in Equity, the Restated Consolidated Statements of Cash Flows for the nine months period ended December 31, 2024, December 31, 2023 and the Financial Years ended March 31, 2024, 2023 and 2022, the Summary of material accounting policies, and other explanatory notes (collectively, the " Restated Consolidated Financial Information "), as approved by the board of directors of the Company at their meeting held on May 15, 2025 for the purpose of inclusion in the Red Herring Prospectus ("RHP") and Prospectus prepared by the Company in connection with its proposed Initial Public Offer ("Proposed IPO") of equity shares of face value of Rs. 10 each of the Company ("Equity Shares") comprising a fresh issue of Equity Shares and an offer for sale of Equity Shares held by the Promoter Group Selling Shareholders (the "Offer") have been prepared in accordance with the requirements of:

i) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act") as amended from time to time.

ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended to date (the "ICDR Regulations"); and

iii) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note").

Managements Responsibility for the Restated Consolidated Financial Information

2. The Companys Board of Directors are responsible for the preparation of Restated Consolidated Financial Statements for the purpose of inclusion in the RHP and the Prospectus to be filed with the Registrar of Companies, Delhi & Haryana ("ROC") and the Securities and Exchange Board of India ("SEBI"), BSE Limited ("BSE") and the

National Stock Exchange of India Limited ("NSE") (collectively, "the Stock Exchanges") in connection with the Offer. The Restated Consolidated Financial Statements have been prepared by the management of the Company in accordance with the basis of preparation stated in Note 2 of Annexure V of the Restated Consolidated Financial Statements. The respective Board of Directors of the Companies of the Group are responsible for designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Statements. The respective Board of Directors of the Companies included in the Group are also responsible for identifying and ensuring that the Group complies with the Act, the SEBI ICDR Regulations, the Guidance Note and SEBI Communication.

Auditors Responsibilities

3. We have examined such Restated Consolidated Financial Information taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated April 09, 2024, in connection with the proposed IPO of equity shares of the Company;

b) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

c) the Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information; and

d) 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 read with the SEBI Communication, in connection with the proposed IPO.

4. These Restated Consolidated Financial Information expressed in Indian Rupees in millions, has been prepared by the Companys Management from:

a) the Audited consolidated financial statements of the Group and subsidiaries as at and for the years ended on March 31, 2024, March 31, 2023 and March 31, 2022 prepared in accordance with Accounting Standard (referred to as "AS") as prescribed under Section 133 of the Act, read with Companies (Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on August 14, 2024, September 06, 2023 and September 07, 2022 respectively.

b) the Audited consolidated financial statements of the Group as at and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on September 18, 2024.

c) the Audited consolidated interim financial statements of the Group as at and for the nine months ended December 31, 2024 including comparative figures of nine months ended December 31, 2023, prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India (collectively, the "Special Purpose Consolidated Interim Ind AS Financial Statements"), which have been approved by the Board of Directors at their meeting held on May 15, 2025.

5. For the purpose of our examination, we have relied on:

a) Auditors Reports issued by us dated August 14, 2024, September 06, 2023, and September 07, 2022, on the Consolidated Financial Statements of the Group as at and for the year ended March 31, 2024, March 31, 2023, and March 31, 2022, respectively as referred in Paragraph 4(a) above.

b) Auditors report issued by us dated September 18, 2024, on the Consolidated Financial statements of the Group as at and for the years ended March 31, 2024, March 31, 2023, and March 31, 2022, as referred in Paragraph 4 above(b).

c) Auditors Report issued by us dated May 15, 2025, on the Audited Consolidated Interim Financial Statements of the Group as at and for the nine months ended December 31, 2024, and December 31, 2023, as referred to in paragraph 4(c) above.

d) Further, Indogulf Cropsciences Australia Pty Limited which is located outside India, whose financial statements for the nine months period ended December 31, 2024 and December 31, 2023 and for the Financial Year ended March 31, 2024, March 31 2023, and March 31, 2022 have been prepared in accordance with accounting principles generally accepted in that country and which have been prepared and compiled by Gambhir Babbr Watts OAM under generally accepted auditing standards applicable in that country. The Companys management has converted the financial statements of the subsidiary located outside India from accounting principles generally accepted in that country to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Companys management.

Opinion

6. Based on our examination and according to the information and explanations given to us, we report that the Restated Consolidated Financial Information:

a) have been prepared in accordance with the Act, the SEBI ICDR Regulations and the Guidance Note.

b) have been prepared after incorporating adjustments if any, in respect of changes in the accounting policies, material errors, regrouping/reclassifications, retrospectively to reflect the same accounting treatment as per the accounting policies in the nine months ended December 31,2024, and December 31,2023, and for the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022; and

c) there are no qualifications in the auditors reports which require any adjustments.

7. The Restated Consolidated Financial Information does not reflect the effects of events that occurred subsequent to the respective dates of the reports on the special purpose interim consolidated Ind AS financial statements and audited consolidated financial statements mentioned in paragraph 5 above.

8. This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by us or other auditors nor should this report be construed as a new opinion on any of the financial statements referred to herein.

9. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

10. Restriction on Use

This report is addressed to and is provided to enable the Board of Directors of the Company for inclusion in the RHP and Prospectus to be filed with the Securities and Exchange Board of India, Stock Exchanges and the Registrar of Companies, Delhi & Haryana in connection with the Proposed IPO. Our report should not be used, referred to, or distributed for any other purpose except with our prior 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 Devesh Parekh & Co.

Chartered Accountants

FRN: 013338N

Devesh Parekh

Partner

Membership No. 092160

Place: Delhi

Date: 15th May 2025

UDIN:25092160BMGJSW3234