The key audit matter
How the matter was addressed in our audit
Revenue is recognised when the control of the underlyingproducts has been transferred to customer along withthe satisfaction of the Company's performance obligationunder a contract with customer.
Further, the Company gives incentives to its dealersthrough various schemes.
Due to various schemes and a large variety of contractualterms across dealers, the computation of theseincentives is considered to be complex. The amount ofsuch incentive is also significant.
The management considers revenue as key measure forevaluation of performance.
In view of the above, we have determined this matter tobe a key audit matter.
In view of the significance of the matter we applied the followingaudit procedures in this area, among others to obtain sufficientappropriate audit evidence:
Ý Evaluated the appropriateness of the Company's accountingpolicy relating to revenue recognition.
Ý Evaluated the design of key internal financial controls andoperating effectiveness of the relevant key controls withrespect to revenue recognition and computation of incentives
Ý Performed substantive testing over a sample of salestransactions for compliance with the Company's accountingprinciples to assess the occurrence and accuracy ofrevenue recorded. For such samples, verified the underlyingdocuments, including invoices, delivery documents/record(as applicable) to assess whether these are recognized in theappropriate period in which control is transferred
Ý Performed retrospective review and substantive testingover incentives recorded and paid during the year. Weselected samples of incentives accrued/ paid and verifiedthe computation from the underlying data and terms andconditions of the applicable incenitve scheme.
Ý Assessed the adequacy of the disclosures made.
We have audited the standalone financial statements ofGreenply Industries Limited (the "Company”) which comprisethe standalone balance sheet as at 31 March 2026, and thestandalone statement of profit and loss (including othercomprehensive income), standalone statement of changesin equity and standalone statement of cash flows for theyear then ended, and notes to the standalone financialstatements, including material accounting policies andother explanatory information (herein referred to as "thestandalone financial statements”).
In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidstandalone financial statements give the informationrequired by the Companies Act, 2013 ("Act”) in the mannerso required and give a true and fair view in conformity withthe accounting principles generally accepted in India, of thestate of affairs of the Company as at 31 March 2026, and itsprofit and other comprehensive income, changes in equityand its cash flows for the year ended on that date.
Revenue Recognition
See Note 3(k) and 25 to standalone financial statements
Basis for Opinion
We conducted our audit in accordance with the Standardson Auditing (SAs) specified under Section 143(10) of the Act.Our responsibilities under those SAs are further described inthe Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We areindependent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountantsof India together with the ethical requirements that arerelevant to our audit of the standalone financial statementsunder the provisions of the Act and the Rules thereunder,and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics.We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our opinionon the standalone financial statements.
Key Audit Matter
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of thestandalone financial statements of the current period. Thesematters were addressed in the context of our audit of thestandalone financial statements as a whole, and in formingour opinion thereon, and we do not provide a separateopinion on these matters.
Other Information
The Company's Management and Board of Directors areresponsible for the other information. The other informationcomprises the information included in the Company'sannual report, but does not include the financial statementsand auditor's report thereon.
Our opinion on the standalone financial statements doesnot cover the other information and we do not express anyform of assurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the otherinformation and, in doing so, consider whether the otherinformation is materially inconsistent with the standalonefinancial statements or our knowledge obtained in the auditor otherwise appears to be materially misstated. If, basedon the work we have performed, we conclude that there isa material misstatement of this other information, we arerequired to report that fact. We have nothing to report inthis regard.
Management’s and Board of Directors’Responsibilities for the Standalone FinancialStatements
The Company's Management and Board of Directors areresponsible for the matters stated in Section 134(5) of the Actwith respect to the preparation of these standalone financialstatements that give a true and fair view of the state of affairs,profit/ loss and other comprehensive income, changesin equity and cash flows of the Company in accordancewith the accounting principles generally accepted in India,including the Indian Accounting Standards (Ind AS) specifiedunder Section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assetsof the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriateaccounting policies; making judgments and estimates thatare reasonable and prudent; and design, implementationand maintenance of adequate internal financial controls,that were operating effectively for ensuring the accuracyand completeness of the accounting records, relevant to the
preparation and presentation of the standalone financialstatements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
In preparing the standalone financial statements, theManagement and Board of Directors are responsible forassessing the Company's ability to continue as a goingconcern, disclosing, as applicable, matters related to goingconcern and using the going concern basis of accountingunless the Board of Directors either intends to liquidatethe Company or to cease operations, or has no realisticalternative but to do so.
The Board of Directors is also responsible for overseeing theCompany's financial reporting process.
Auditor's Responsibilities for the Audit of theStandalone Financial Statements
Our objectives are to obtain reasonable assurance aboutwhether the standalone financial statements as a wholeare free from material misstatement, whether due to fraudor error, and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, theycould reasonably be expected to influence the economicdecisions of users taken on the basis of these standalonefinancial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professional skepticismthroughout the audit. We also:
Ý Identify and assess the risks of material misstatementof the standalone financial statements, whether dueto fraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide a basisfor our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than forone resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, orthe override of internal control.
Ý Obtain an understanding of internal control relevant tothe audit in order to design audit procedures that areappropriate in the circumstances. Under Section 143(3)
(i) of the Act, we are also responsible for expressingour opinion on whether the company has adequateinternal financial controls with reference to financialstatements in place and the operating effectiveness ofsuch controls.
Ý Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by the Management andBoard of Directors.
Ý Conclude on the appropriateness of the Managementand Board of Directors use of the going concern basisof accounting in preparation of standalone financialstatements and, based on the audit evidence obtained,whether a material uncertainty exists related to eventsor conditions that may cast significant doubt on theCompany's ability to continue as a going concern. Ifwe conclude that a material uncertainty exists, weare required to draw attention in our auditor's reportto the related disclosures in the standalone financialstatements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditor'sreport. However, future events or conditions may causethe Company to cease to continue as a going concern.
Ý Evaluate the overall presentation, structure and contentof the standalone financial statements, including thedisclosures, and whether the standalone financialstatements represent the underlying transactions andevents in a manner that achieves fair presentation.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that weidentify during our audit.
We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were ofmost significance in the audit of the standalone financialstatements of the current period and are therefore the keyaudit matters. We describe these matters in our auditor'sreport unless law or regulation precludes public disclosureabout the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicatedin our report because the adverse consequences of doingso would reasonably be expected to outweigh the publicinterest benefits of such communication.
Report on Other Legal and RegulatoryRequirements
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, 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 A. As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the informationand explanations which to the best of our knowledgeand belief were necessary for the purposes ofour audit.
b. In our opinion, proper books of account as requiredby law have been kept by the Company so far asit appears from our examination of those booksexcept for the matters stated in the paragraph2(B)(f) below on reporting under Rule 11(g) of theCompanies (Audit and Auditors) Rules, 2014.
c. The standalone balance sheet, the standalonestatement of profit and loss (including othercomprehensive income), the standalone statementof changes in equity and the standalone statementof cash flows dealt with by this Report are inagreement with the books of account.
d. In our opinion, the aforesaid standalone financialstatements comply with the Ind AS specified underSection 133 of the Act.
e. On the basis of the written representations receivedfrom the directors as on 1 April 2026 taken on recordby the Board of Directors, none of the directorsis disqualified as on 31 March 2026 from beingappointed as a director in terms of Section 164(2) ofthe Act.
f. the qualification relating to the maintenance ofaccounts and other matters connected therewithare as stated in the paragraph 2(A)(b) above onreporting under Section 143(3)(b) and paragraph2B(f) below on reporting under Rule 11(g) of theCompanies (Audit and Auditors) Rules, 2014.
g. With respect to the adequacy of the internal financialcontrols with reference to financial statementsof the Company and the operating effectivenessof such controls, refer to our separate Report in"Annexure B”.
B. With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in ouropinion and to the best of our information and accordingto the explanations given to us:
a. The Company has disclosed the impact of pendinglitigations as at 31 March 2026 on its financial positionin its standalone financial statements - Refer Note38(a) to the standalone financial statements.
b. The Company did not have any long-term contractsincluding derivative contracts for which there wereany material foreseeable losses.
c. There has been no delay in transferring amounts,required to be transferred, to the Investor Educationand Protection Fund by the Company.
d (i) T he management has represented that, to thebest of its knowledge and belief, as disclosedin the Note 9(a) to the standalone financialstatements, no funds have been advanced orloaned or invested (either from borrowed fundsor share premium or any other sources or kindof funds) by the Company to or in any otherperson(s) or entity(ies), including foreign entities("Intermediaries”), with the understanding,whether recorded in writing or otherwise, thatthe Intermediary shall directly or indirectly lendor invest in other persons or entities identifiedin any manner whatsoever by or on behalfof the Company ("Ultimate Beneficiaries”) orprovide any guarantee, security or the like onbehalf of the Ultimate Beneficiaries.
(ii) The management has represented that, to thebest of its knowledge and belief, as disclosedin the Note 9(b) to the standalone financialstatements, no funds have been received bythe Company from any person(s) or entity(ies),including foreign entities ("Funding Parties”),with the understanding, whether recorded inwriting or otherwise, that the Company shalldirectly or indirectly, lend or invest in otherpersons or entities identified in any mannerwhatsoever by or on behalf of the FundingParties ("Ultimate Beneficiaries”) or provide anyguarantee, security or the like on behalf of theUltimate Beneficiaries.
(iii) Based on the audit procedures that have beenconsidered reasonable and appropriate inthe circumstances, nothing has come to ournotice that has caused us to believe that therepresentations under sub-clause (i) and (ii) ofRule 11(e), as provided under (i) and (ii) above,contain any material misstatement.
e. The final dividend paid by the Company during theyear, in respect of the same declared for the previousyear, is in accordance with Section 123 of the Act tothe extent it applies to payment of dividend.
As stated in Note 49 to the standalone financialstatements, the Board of Directors of the Companyhas proposed final dividend for the year whichis subject to the approval of the members at theensuing Annual General Meeting. The dividenddeclared is in accordance with Section 123 of the Actto the extent it applies to declaration of dividend.
f. Based on our examination which included testchecks, except for the instances mentioned below,the Company has used accounting software formaintaining its books of account, which has afeature of recording audit trail (edit log) facility andthe same has operated throughout the period forall relevant transactions recorded in the software:
Ý the feature of audit trail was not enabled at theapplication layer of the accounting software tolog any data changes performed by certain users
Further, where audit trail (edit log) facility wasenabled, we did not come cross any instance ofaudit trail feature being tampered with during thecourse of our audit.
Additionally, where audit trail (edit log) facility wasenabled and operated in previous years, the audittrail has been preserved by the Company as per thestatutory requirements for record retention.
C. With respect to the matter to be included in the Auditor'sReport under Section 197(16) of the Act:
In our opinion and according to the information andexplanations given to us, the remuneration paid orpayable by the Company to its directors during thecurrent year is in accordance with the provisionsof Section 197 of the Act. The remuneration paid orpayable to any director is not in excess of the limitlaid down under Section 197 of the Act. The Ministryof Corporate Affairs has not prescribed other detailsunder Section 197(16) of the Act which are requiredto be commented upon by us.
For B S R & Co. LLP
Chartered AccountantsFirm's Registration No.:101248W/W-100022
Seema Mohnot
Partner
Place: Kolkata Membership No.: 060715
Date: 28 April 2026 ICAI UDIN:26060715YDNIUR7103