1. We have audited the accompanying standalone financial statements of Greaves Cotton Limited (“the Company”), which
comprise the standalone Balance Sheet as at March 31,2026, and the standalone Statement of Profit and Loss (including
Other Comprehensive Income), the standalone Statement of Changes in Equity and the standalone Statement of Cash
Flows for the year then ended, and notes to the financial statements, including material accounting policy information
and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 (“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, 2026, and total comprehensive income (comprising of profit and other comprehensive
income), and its cash flows for the year then ended.

BASIS FOR OPINION

3. We conducted our audit 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
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 opinion.

KEY AUDIT MATTERS

4. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period. 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.

OTHER INFORMATION

5. 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.
The Annual report is expected to be made available to us after the date of this auditor's report.

Our opinion on the standalone 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 financial statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so, consider whether the other information is materially
inconsistent with the standalone 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 appropriate action as applicable under the relevant
laws and regulations.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE FINANCIAL
STATEMENTS

6. 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, changes in equity and cash flows of the Company in accordance with the accounting principles generally
accepted in India, including the Indian 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 financial
statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

7. In preparing the financial statements, 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 Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.

8. 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

9. 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.

10. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism
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 standalone 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.

11. 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.

12. 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.

13. 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 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

14. The standalone financial statements of the Company for the year ended March 31,2025, were audited by prior auditors
under the Act who, vide their report dated April 30, 2025, expressed an unmodified opinion on those standalone
financial statements.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

15. 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 B a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

16. 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 that the backup of certain books of account and other books and
papers maintained in electronic mode has not been maintained on a daily basis on servers physically located in
India during the year and the matters stated in paragraph 16(h)(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 (as amended).

(c) The standalone Balance Sheet, the standalone Statement of Profit and Loss (including other comprehensive
income), the standalone Statement of Changes in Equity and the standalone Statement of Cash Flows 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 Indian Accounting Standards specified
under Section 133 of the Act.

(e) 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 is disqualified as on March 31, 2026, from being appointed as a director
in terms of Section 164(2) of the Act.

(f) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our
remarks in paragraph 16(b) above and paragraph 16(h)(vi) below.

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

(h) 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 (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 36 to the standalone financial statements;

ii. The Company was not required to recognise a provision as at March 31, 2026 under the applicable law or
Indian Accounting Standards, as it does not have any material foreseeable losses on long-term contract.
The Company did not have any long term derivative contracts as at March 31,2026.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company during the year.

iv. (a) The management has represented that, to the best of its knowledge and belief, other than as disclosed

in Note 7 (2) to the standalone 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 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, as disclosed in the Note
41 (vii) to the standalone financial statements, 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 that we 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 dividend paid by the Company during the year in respect of the prior year ended March 31, 2025 is in
accordance with Section 123 of the Act to the extent it applies to payment of dividend.

Further, as stated in Note 14E 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 an accounting software for
maintaining its books of account which has a feature of recording audit trail (edit log) facility that has operated
during the year for all relevant transactions recorded in the software, except that the audit log is not maintained
in case of modification by certain users with specific access. Further, the audit trail feature has not been
enabled at the database level to log any direct data changes. During the course of performing our procedures,
other than the aforesaid instances of audit trail not enabled/ maintained where the question of our commenting
does not arise, we did not notice any instance of audit trail feature being tampered with. Further, the audit
trail, to the extent maintained in the prior year, has been preserved by the Company as per the statutory
requirements for record retention.

17. The Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by
the provisions of Section 197 read with Schedule V to the Act.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Neeraj Sharma

Partner

Place: Mumbai Membership Number: 108391

Date: May 06, 2026 UDIN: 26108391UMLJXX1204