1. We have audited the accompanying standalone
financial statements of Mafatlal Industries
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 standalone financial
statements, including material accounting policy
information and other explanatory information.

2. I n 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), changes in equity 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 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 standalone 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 matter

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

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
report’s.

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 standalone 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 standalone 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 standalone 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 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.

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 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 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 standalone
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.

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 standalone 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.

Report on other legal and regulatory requirements

14. 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.

15. 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 15(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 15(b) above and paragraph 15(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 financial statements -
Refer Note 43 and 50 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 contracts. The Company
did not have any long term derivative
contracts as at March 31,2026.

iii. There were no amounts which were
required to be transferred to the Investor
Education and Protection Fund by the
Company during the year ended March
31,2026.

iv. (a) The management has represented

that, to the best of its knowledge
and belief, as disclosed in Note
53(vi) 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 or entity, 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
53(vi) to the standalone 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 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 interim dividend declared and paid
by the Company during the year is in
accordance with Section 123 of the Act
to the extent it applies to declaration
and payment of interim dividend.

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.

Further, as stated in Note 17(a) 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 that has operated
throughout the year for all relevant
transactions recorded in the software,
except that the audit trail is not
maintained in case if any modification
is done by certain users with specific
access, for certain records and the
audit trail is not maintained for direct
database changes. During the course
of performing our procedures, other
than the aforesaid instances of audit
trail not 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.

16. 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

Pankaj Khandelia

Partner

Membership No.: 102022

UDIN: 26102022BPMQNY1358

Place: Mumbai

Date: May 5, 2026