We have audited the accompanying standalone Ind-AS financial statements of GODREJ INDUSTRIES LIMITED (the "Company”),
which comprise the Balance Sheet as at March 31, 2026 and the Statement of Profit and Loss (including Other Comprehensive
Loss), Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and Notes to the standalone
Ind-AS financial statements, including a summary of material accounting policies and other explanatory information, (hereinafter
referred to as "standalone Ind-AS financial statements”) in which are included Returns for the year ended on that date audited by
the branch auditor of the Company's branch incorporated in United Kingdom.

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration
of audit report of the branch auditor on the financial statements of a branch as was audited by the branch auditor, the aforesaid
standalone Ind-AS financial statements give the information required by the Companies Act, 2013 ("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 Standard) Rules, 2015, as amended, ("Ind AS”) and with the accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2026 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 Ind-AS 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 Ind-AS 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 Ind-AS 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.

Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind-
AS financial statements of the current period. These matters were addressed in the context of our audit of the standalone Ind-AS
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 matter described below to be the key audit matter to be communicated in our report.

Description of Key Audit Matter

Revenue recognition

(Refer note 2.13 and note 27 to the standalone Ind-AS financial statements)

Information Other than the Standalone Ind-AS 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 the annual report but does not include the standalone Ind-AS 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 Ind-AS 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 Ind-AS financial statements, our responsibility is to read the other information, and,
in doing so, consider whether the other information is materially inconsistent with the standalone Ind-AS 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 and take necessary actions, as applicable under the relevant laws and regulations.

Responsibilities of Management and Those Charged with Governance for the Standalone Ind-AS 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 Ind-AS financial statements that give a true and fair view of the financial
position, financial performance, changes in equity and the 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 standalone Ind-AS 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 Ind-AS financial statements, the 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 the Board of Directors 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 Standalone Ind-AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind-AS 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
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone
Ind-AS 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 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.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable
that the economic decisions of the users of the 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 Ind-AS 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 Ind-AS 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.

Other Matter

The standalone Ind-AS financial statements include the audited financial statements of one branch in United Kingdom, whose
financial statements reflect total assets of ' 0.38 crore as at March 31, 2026, total revenue of ' Nil and total net (loss) after tax
' (1.59) crore for the year ended March 31, 2026, before giving effect to consolidation adjustments as considered in the standalone
Ind-AS financial statements, which have been audited by its branch auditor. The branch auditor's report on the financial statements
of this branch has been furnished to us by the Management. Our opinion on the standalone Ind-AS financial statements, insofar
as it relates to the amounts and disclosures included in respect of this branch, is based solely on the report of such auditor and the
procedures performed by us are as stated above.

Our opinion is not modified in respect of this matter.

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 Companies Act, 2013, 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, except for the matters stated in paragraph 2(i)(vi) below on reporting under Rule 11(g)
of the Companies (Audit and Auditors) Rules, 2014 and that in the absence of appropriate information in the Service
Organization Control Report for the application, we are unable to comment as to whether backups of books of account
are performed on a daily basis on servers physically located in India.

c. The report on the accounts of the branch office of the Company audited under Section 143(8) of the Act 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 other comprehensive loss), the Statement of Changes
in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

e. In our opinion, the aforesaid standalone Ind-AS financial statements comply with the 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 March 31, 2026, taken on record by the
Board of Directors, none of the directors of the Company is disqualified as on March 31, 2026, from being appointed as
a director in terms of Section 164 (2) of the Act.

g. The observation relating to the maintenance of accounts and other matters connected therewith are as stated in the
2(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2(i)(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 standalone Ind-AS financial statements
of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B”.

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 the impact of pending litigations on its financial position in its standalone
Ind-AS financial statements - Refer Note 25 to the standalone Ind-AS financial statements.

ii) The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses as at March 31, 2026.

iii) There has been no delay in transferring the 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, other than as disclosed in

note 48 to the standalone Ind-AS financial statements, 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
or in any other persons or entities, including foreign entities ("Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall 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 to or 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 persons or entities, including foreign entities ("Funding Parties”), with
the understanding, whether recorded in writing or otherwise, that the Company shall 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 from or on behalf of
the Ultimate Beneficiaries.

Based on such audit procedures as 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 (iv)(a) and (iv)(b) above, 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 However, the Company
migrated its accounting software with effect from April 1, 2025, where the database is managed by a Software as
a Service (SaaS) vendor. In the absence of appropriate information in the Service Organization Control Report
for said application, we are unable to comment as to whether audit trail was enabled at the database level for the
accounting software to log any direct data changes to database, from the effective date of migration. Further,
during the course of our audit we did not come across any instance of audit trail feature being tampered with.

Additionally, except audit trail for direct access to the database as stated above, the audit trail has been preserved
by the Company as per the statutory requirements for record retention.

3. In our opinion and according to the information and explanations given to us and based on our examination of the records
of the Company, the Company has paid / provided managerial remuneration in accordance with the requisite approvals
mandated by the provisions of Section 197 of the Act.

ForKALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS

Firm Registration No. 104607W/W100166

Jamshed K. Udwadia

PARTNER

Membership No. 124658

UDIN: 26124658VEOXFU5571

Mumbai, May 15, 2026