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,
2025, 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. 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 31,2025, 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 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.

Emphasis of matter

4. We draw attention to Note 49(b) to the standalone
financial statements relating to the National
Company Law Tribunal, Ahmedabad ('NCLT') order
dated April 29, 2024 (the 'NCLT order') approving a
Scheme of reduction and reorganisation of capital
(the 'Scheme') with an Appointed / Effective date
of March 31, 2024, against which the Company
had filed an interlocutory application with NCLT
seeking modification to reinstate the Appointed
date of April 01, 2022 in the NCLT order, in
accordance with the Scheme filed on October
10, 2023. The aforesaid interlocutory application
was heard by the NCLT on June 13, 2024 where
the Company additionally filed an application
seeking change in the Appointed Date to March
31, 2023. The NCLT, vide its order dated June 27,
2024, has allowed the Appointed date of March
31,2023, and consequently, the accounting effect
to the reserves and surplus balances has been
given in the standalone financial statements for
the year ended March 31,2025. Our opinion is not
modified in respect of this matter.

Key audit matter

5. 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

6. 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 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 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 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

7. 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.

8. 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.

9. 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

10. 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.

11. As part of an audit in accordance with SAs, we
exercise professional judgement 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 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.

12. 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.

13. 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.

14. 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

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 for
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, 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) With respect to the maintenance of
accounts and other matters connected
therewith, reference is made to our remarks
in paragraph 16(b) above on reporting under
Section 143(3)(b) and paragraph 16(h)(vi)
below on reporting under Rule 11(g) of the

Companies (Audit and Auditors) Rules, 2014
(as amended).

(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 Notes 43 and 50 to the standalone
financial statements;

ii. The Company was not required to
recognise a provision as at March 31,
2025 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 derivative contracts
as at March 31, 2025.

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, 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 (Refer Note 53(vi)
to the standalone financial

statements);

(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 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 (Refer Note 53(vi)
to the standalone financial

statements); 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
compliance with Section 123 of the Act.

As stated in Note 17(a) to the
standalone financial statements, the
Board of Directors of the Company

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

Pankaj Khandelia

Partner

Membership Number: 102022

UDIN: 25102022BMOKWB3172

Place: Mumbai

Date: May 13, 2025