We have audited the accompanying Financial Statements
of Greenpanel Industries Limited (“the Company”),
which comprise the balance sheet as at March 31 2025,
the statement of profit and loss, (including the other
comprehensive income), the statement of cash flow and
the statement of changes in equity for the year then ended,
and notes to the financial statements, including a summary
of material accounting policies and other explanatory
information in which included the financial statement for
the year ended on that date of the Company’s branches
located at Singapore and Dubai (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 and based on
the consideration of report of other auditor on financial
statements of one of the branch at Singapore, the
aforesaid Financial Statements give the information
required by the Companies Act, 2013, as amended (“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 March 31,2025, its profit including other comprehensive
loss, its cash flows and the changes in equity for the year
ended on that date.

Basis for Opinion

We conducted our audit of the Financial Statements
in accordance with the Standards on Auditing
(SAs), as 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 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 we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the
Financial Statements.

Emphasis of Matter

We draw attention to Note no. 15 to the Financial
Statement, on the basis of legal opinion the Company has
not accounted for some of the Government subsidies as
mentioned in the said note. Our opinion is not modified in
respect of this matter.

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 financial 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. For each
matter below, our description of how our audit addressed
the matter is provided in that context.

We have determined the matters described below to be
the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the
auditor’s responsibilities for the audit of the Financial
Statements section of our report, including in relation
to these matters.

Accordingly, our audit included the performance of
procedures designed to respond to our assessment
of the risks of material misstatement of the Financial
Statements. The results of our audit procedures, including
the procedures performed to address the matters below,
provide the basis for our audit opinion on the accompanying
Financial Statements.

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
information included in Company’s 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 Auditors’ Report. Our opinion
on the 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 Financial Statements, our
responsibility is to read the other information 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 Annual report, if we conclude that
there is a material misstatement therein, we are required to
communicate the matter to those charged with governance.

Responsibilities of Management and
Those charged 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
including other comprehensive income, cash flows and
changes in equity of the Company in accordance with the
accounting principles generally accepted in India, including
the Indian Accounting Standards (Ind AS) prescribed
under Section 133 of the Act read with relevant Rules
issued thereunder.

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 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 and Board
of Directors 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 Company’s 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 Act, we are also responsible for expressing
our opinion on whether the Company has adequate
internal financial controls with reference to 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 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 for the
financial year ended March 31, 2025, 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.

Other Matter

We did not audit the financial statements of one branch
located at Singapore included in the financial statements of
the Company, whose financial statements reflect total assets
(before consolidation adjustment) of ' 1,317 lakhs as at
31^st March 2025 and the total revenue from operation (before
consolidation adjustment) of ' Nil and total comprehensive
loss (before consolidation adjustment) of ' 883 lakhs for
the year ended March 31, 2025 have been audited by the
branch auditor whose report have been furnished to us,
and our opinion in so far as it relates to the amounts and
disclosures included in respect of branch, is based solely on
the report of such branch auditor. Our opinion is not modified
in respect of these matters.

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 Section 143(11) of the Act and
based on our audit and on the consideration of report
on financial information of the one of the branch, as
noted in the ‘Other Matter’ paragraph above, we
give in the “Annexure A” 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
and proper financial information adequate for the
purposes of our audit have been received from the
branch not visited by us except for the matters
stated in paragraph 2(j)(vi) below on reporting
under Rule 1 1 (g) of the Companies (Audit and
Auditors) Rules, 2014;

c) The audit report on the financial information on
the accounts of one of the branch offices of the
Company audited by branch auditor have been
sent to us and have been properly dealt with by us
in preparing this report;

d) The balance sheet, the statement of profit and loss
including the statement of other comprehensive
income, the statement of cash flow and statement
of changes in equity dealt with by this report are
in agreement with the books of account and with
the financial information received from the branch
not visited by us;

e) I n our opinion, the aforesaid Financial Statements
comply with the Indian Accounting Standards (Ind
AS) specified under Section 133 of the Act, read
with relevant Rules issued thereunder;

f) On the basis of the written representations
received from the directors as on April 01, 2025,
taken on record by the Board of Directors, none of
the directors is disqualified as on March 31,2025,
from being appointed as a director in terms of
Section 164 (2) of the Act;

g) The comment relating to the maintenance
of accounts and other matters connected
therewith are as stated in the paragraph 2(b)
above on reporting under Section 143(3)(b) of
the Act and paragraph 2(j)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014;

h) With respect to the adequacy of the internal
financial controls with reference to these Financial
Statements and the operating effectiveness of
such controls, refer to our separate Report in
“Annexure B” to this Report;

i) I n our opinion, the managerial remuneration for
the year ended March 31, 2025, has been paid/
provided by the Company to its directors in
accordance with the provisions of section 197
read with Schedule V to the Act;

j ) 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,
201 4, 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 Financial Statements - Refer Note 35 to
the Financial Statements;

i i . The Company did not have any long-term

contracts including derivative contracts
for which there were any material

foreseeable losses;

i ii. 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,
as disclosed in the note no 51 to the
financial statements, no funds have
been advanced or loaned or invested
by the Company to or in any other
person or entities, including foreign
entities (“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 the note no 51 to the financial
statements, no funds have been received
by the Company from any person or entity,
including foreign entities (“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) Based on such audit procedures that were
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 iv (a) and iv
(b) above contain any material misstatement.

v. The interim dividend declared and paid during the
year by the Company is in compliance with section
123 of the Act.

vi. Based on our examination which included test
checks the Company has identified SAP (SAP
SOH EHP 7) as accounting software used for the
creation and maintenance of books of accounts

log) facility and the same has operated throughout
the year for all relevant transactions recorded.
Further, in case of the Company, audit trail (edit log)
facility was enabled and operated throughout the
year, we did not come across any instance of the
audit trail feature being tampered with. Further, the
audit trails have been preserved in accordance
with applicable statutory requirements; however,
in respect of system-level database logs, the
Company has commenced their preservation
with effect from December 25, 2024, to align with
record retention requirements under the applicable
laws (refer note 46 to the financial statements).

For S S Kothari Mehta & Co. LLP

Chartered Accountants
Firm’s Registration No. 000756N/N500441

Deepak Kumar Gupta

Partner

Membership No. 411678
UDIN:25411678BNQLNK3194

Place: Gurgaon, Haryana
Date: May 22, 2025