We have audited the accompanying Financial Statements
of Greenpanel Industries Limited (the “Company”), which
comprise the balance sheet as at March 31 2026, the
statement of profit and loss (including other comprehensive
income), the statement of cash flow and the statement of
changes in equity for the year then ended, and notes to
the financial statements, including a summary of material
accounting policies and other explanatory information
(hereinafter referred to as the “Financial Statements”).

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
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, 2026, its
loss and other comprehensive loss, its cash flows and the
changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the 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 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 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
Financial Statements for the financial year ended March 31,
2026. 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. For each matter below, our
description of how our audit addressed the matter is provided
in that context.

We have determined the matters described below to be
the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the auditor’s
responsibilities for the audit of the Financial Statements
section of our report, including in relation to these matters.

Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the
risks of material misstatement of the Financial Statements.
The results of our audit procedures, including the procedures
performed to address the matters below, provide the basis for
our audit opinion on the accompanying Financial Statements.

Information Other than the Financial
Statements and Auditor’s Report Thereon

The Company’s Management and Board of Directors are
responsible for the other information. The other information
comprises the information included in Company’s 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 Auditors’
Report. Our opinion on the 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 Financial Statements, our
responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the Financial Statements, or our knowledge
obtained in the audit or otherwise appears to be materially
misstated. When we read Annual report, if we conclude that
there is a material misstatement therein, we are required to
communicate the matter to those charged with governance.

Responsibilities of Management and Those
charged with Governance for the Financial
Statements

The Company’s Management and Board of Directors are
responsible for the matters stated in Section 134(5) of the Act
with respect to the preparation of these 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)
prescribed under Section 133 of the Act read with relevant
Rules issued thereunder.

This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding 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.

In preparing the financial statements, management and
Board of Directors are 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.

The Company’s Board of Directors are also responsible for
overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the
Financial Statements

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.

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 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 Financial Statements, including the disclosures,
and whether the Financial Statements represent the
underlying transactions and events in a manner that
achieves fair presentation.

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 Financial Statements for the
financial year ended March 31, 2026 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

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. 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;

c) The balance sheet, the statement of profit and loss
including the statement of other comprehensive
income, the statement of cash flow and statement
of changes in equity dealt with by this report are in
agreement with the books of accounts;

d) In our opinion, the aforesaid Financial Statements
comply with the Indian Accounting Standards (Ind
AS) specified under Section 133 of the Act, read
with relevant Rules issued thereunder;

e) On the basis of the written representations
received from the directors as on April 01, 2026
and April 07, 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 adequacy of the internal
financial controls with reference to these Financial
Statements and the operating effectiveness of such
controls, refer to our separate Report in “Annexure
B” to this Report. Our report expresses an
unmodified opinion on the adequacy and operating
effectiveness of the Company’s internal financial
controls with reference to financial statements;

g) In our opinion and according to the information
and explanations given to us, the managerial
remuneration for the year ended March 31, 2026
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.
Further, as stated in Note 46 to the financial
statements, the remuneration payable to the
Independent Directors for the financial year
ended March 31 , 2026 is subject to approval of
the shareholders at the ensuing Annual General
Meeting in accordance with the aforesaid
provisions of the Act.;

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 34 to
the 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 were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company.

iv. (a) The management of the Company

has represented that, to the best of its
knowledge and belief, as disclosed in
Note 48 (v) to the financial statements,
no funds have been advanced or loaned
or invested by the Company to or in
any other person or entities, 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 of the Company
has represented that, to the best of its
knowledge and belief, as disclosed in
Note 48 (vi) to the 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 were 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
iv (a) and iv (b) above contain any
material misstatement.

v. As stated in note 44 to the 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. According to the information & explanation
given to us and on the basis of our
examination which included test checks,
the Company has identified SAP as the
accounting software used for the creation
and maintenance of its books of account.
The audit trail (edit log) feature including
the system-level database logs in the
said software are enabled and remained
operational throughout the financial year
for all relevant transactions. Further, during
the course of our audit, we did not come
across any instance of the audit trail feature
being tampered with and the audit trail has
been preserved by the Company as per the
statutory requirements for record retention.
(refer note 45 of the financial statements).

For S S Kothari Mehta & Co. LLP

Chartered Accountants
Firm’s Registration No. 000756N/N500441

Deepak Kumar Gupta

Partner

Membership No. 411678
UDIN: 26411678HLHHDS1618

Place: Gurugram, Haryana
Date: May 15, 2026