We have audited the standalone financial statements of GHCL
Limited (“the Company”), which comprise the Balance sheet as
at March 31, 2025, the Statement of Profit and Loss, including
the statement of Other Comprehensive Income, the Cash Flow
Statement and the Statement of Changes in Equity for the year
then ended, and notes to the standalone financial statements,
including a summary of material accounting policies and other
explanatory information in which are included the financial
statement of GHCL Employees Stock Option Trust which has
been audited by other auditors for the year ended on that date.

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 separate financial statements and
on the other financial information of the GHCL Employees Stock
Option Trust, the aforesaid standalone 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
income, its cash flows and the changes in equity 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 (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 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 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 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 for the financial year ended March 31, 2025.
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. For the matter below, our description of how our
audit addressed the matter is provided in that context.

We have determined the matter described below to be the Key
Audit Matter to be communicated in our report. We have fulfilled
the responsibilities described in the Auditor's responsibilities
for the audit of the standalone financial statements section
of our report, including in relation to this matter. Accordingly,
our audit included the performance of procedures designed to
respond to our assessment of the risks of material misstatement
of the standalone financial statements. The results of our audit
procedures, including the procedures performed to address the
matter below, provide the basis for our audit opinion on the
accompanying standalone financial statements.

We have determined that there are no other key audit matters to
communicate in our report.

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 the Annual report, but does not include the standalone
financial statements and our auditor's report thereon.

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 and, in doing so,
consider whether such other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If, based on
the work we have performed, 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.

Responsibilities of Management 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, 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) specified under Section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015,
as amended. 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

the 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.

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

Auditor’s 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 skepticism 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 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 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.

• Obtain sufficient appropriate audit evidence regarding the
financial statements/financial information of the GHCL
Employees Stock Option Trust to express an opinion on the
standalone financial statements. We are responsible for the
direction, supervision and performance of the audit of the
financial statements/financial information of the component
which has been audited by us. For GHCL Employees Stock
Option Trust included in the standalone financial statements,
which have been audited by other auditors, such other
auditors remain responsible for the direction, supervision
and performance of the audits carried out by them. We
remain solely responsible for our audit opinion.

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
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 and other financial
information of GHCL Employees Stock Option Trust included in the
accompanying standalone financial statements of the Company
whose financial statements and other financial information
reflect total assets of H 6.93 crores as at March 31, 2025 and
the total revenues of H 0.58 crore, total net profit after tax of H

0. 27.crore and total comprehensive income of H 0.27 crore and
net cash outflow of H 0.00 crore for the year ended on that date.
The financial statements/information of GHCL Employees Stock
Option Trust have been audited by the other 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 GHCL
Employees Stock Option Trust, is based solely on the report of
such auditor. 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 Sub-Section (11) of Section 143 of the Act, we give
in the “Annexure 1” a statement on the matters specified in
paragraphs 3 and 4 of the Order. The Order is not applicable
to GHCL Employees Stock Option Trust.

2. As required by Section 143(3) of the Act, we report, to the
extent applicable, 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 (i)(vi) below on reporting
under Rule 11(g);

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

(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules,
2015, as amended;

(e) On the basis of the written representations received
from the directors as on March 31, 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;

(f) The modification relating to the maintenance of
accounts and other matters connected therewith are
as stated in paragraph (b) above on reporting under
Section 143(3)(b) and paragraph (i)(vi) below on
reporting under Rule 11(g);

(g) With respect to the adequacy of the internal financial
controls with reference to standalone financial
statements and the operating effectiveness of such
controls, refer to our separate Report in “Annexure 2”
to this report;

(h) In 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;

(i) With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of the
Companies (AuditandAuditors) 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 35
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,
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 person(s) or entity(ies), 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, no
funds have been received by the Company
from any person(s) or entity(ies), 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 performed
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 (a) and (b) contain any
material misstatement.

v. The final dividend paid by the Company during
the year in respect of the same declared for
the previous year is in accordance with Section
123 of the Act to the extent it applies to
payment of dividend.

As stated in note 15 to the standalone financial
statements, the Board of Directors of the
Company has proposed final dividend for the
year which is subject to the approval of the
members at the ensuing Annual General Meeting.
The dividend declared is in accordance with
Section 123 of the Act to the extent it applies to
declaration of dividend.

vi. Based on our examination which included test
checks, the Company has used 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 except that, audit trail feature is not
enabled for certain changes that can be made
using privileged/ administrative access rights and

in respect of other software used by the Company
to maintain payroll records, as described in note
49 to the financial statements. Wherever audit
trail is enabled, during the course of our audit,
we did not come across any instance of audit
trail feature being tampered with in respect of
abovesaid software.

For S.R. Batliboi & Co. LLP

Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005

per Sonika Loganey

Partner

Place of Signature: New Delhi Membership Number: 502220
Date: May 08, 2025 UDIN: 25502220BMLHVG4003