We have audited the standalone financial statements of
GodrejProperties 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), 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 policies and other explanatory
information in which is incorporated financial information of
branches in Singapore, Qatar and Dubai (hereinafter referred to
as "standalone financial statements").

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 ("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 its profit and other comprehensive loss, changes in
equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on
Auditing (SAs) specified under Section 143(10) of the Act.
Our responsibilities under those SAs 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 on the standalone financial statements.

Emphasis of Matter

We draw attention to Note 61 to the standalone financial
statements which states that the managerial remuneration
paid/payable by the Company in relation to its Executive
Chairperson is in excess of the limits laid down under Section
197 of the Companies Act, 2013, read with schedule V to the
Act by '21.57 crore. Further, the remuneration paid/payable
by way of commission to the Non-executive directors for the
current year as per the limits laid down under Section 197 of the
Companies Act, 2013, read with schedule V to the Act is '2.00
crore. In accordance with the provisions of the Act, read with
schedule V of the Act, the excess remuneration to the Executive
Chairperson and remuneration to Non-executive directors is
subject to shareholders' approval, which the Company proposes
to seek at the forthcoming Annual General Meeting.

Our opinion is not modified in respect of this matter.

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 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

The Company's Management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the annual report, but
does not include the financial statements and 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 necessary
actions, as applicable under the relevant laws and regulations.

Management's and Board of Directors' Responsibilities for
the Standalone 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 standalone financial
statements that give a true and fair view of the state of affairs,
profit/ loss and other comprehensive income, changes in
equity and cash flows 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. 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.

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

The Board of Directors is 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 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 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 the Management and
Board of Directors.

• Conclude on the appropriateness of the Management
and Board of Directors use of the going concern basis
of accounting in preparation of standalone financial
statements 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.

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
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

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.

2A. 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 the paragraph 2(B)(f) below
on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 and that the backup
of one (1) accounting software which forms part of
the books of account and other relevant 'books and
papers in electronic mode' have not been kept on the
servers physically located in India.

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 Ind AS 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. The modifications relating to the maintenance of
accounts and other matters connected therewith are
as stated in the paragraph 2A(b) above on reporting
under Section 143(3)(b) of the Act and paragraph
2B(f) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014.

g. With respect to the adequacy of the internal financial
controls with reference to financial statements of the
Company and the operating effectiveness of such
controls, refer to our separate Report in "Annexure B".

3. 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, in our opinion
and to the best of our information and according to the
explanations given to us:

a. The Company has disclosed the impact of pending
litigations as at March 31, 2026 on its financial position
in its standalone financial statements - Refer Note 28
and 49 to the standalone financial statements.

b. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses.

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

d. (i) The management has represented that, to the

best of its knowledge and belief, as disclosed
in the Note 55 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 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.

(ii) The management has represented that, to the
best of its knowledge and belief, as disclosed
in the Note 55 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
directly or indirectly, lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Funding
Parties ("Ultimate Beneficiaries") or provide any

guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

(iii) Based on the audit procedures 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 (i) and (ii) of
Rule 11(e), as provided under (i) and (ii) above,
contain any material misstatement.

e. As stated in Note 62 to the standalone financial
statements, the Board of Directors of the Company
have 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.

f. Based on our examination which included test
checks, except for the instances mentioned below,
the Company has used accounting softwares for
maintaining its books of account, which along with
access management tools, as applicable, have a feature
of recording audit trail (edit log) facility and the same
have operated throughout the year for all relevant
transactions recorded in the respective softwares:

i. Audit trail was not enabled at the database level
to log any direct data changes for accounting
software used for maintaining general ledger
from November 14, 2025 to March 13, 2026.

ii. In the absence of reporting on the audit trail
feature in the independent auditor's report

for a third party accounting software used for
maintaining the books of accounts relating to
revenue, trade receivables and other related
accounts, we are unable to comment on whether
the feature of recording audit trail (edit log)
facility was enabled at the database level for the
period from April 01, 2025 to March 31, 2026.

Further, where audit trail (edit log) facility was
enabled and operated throughout the year
for the accounting software, we did not come
across any instance of the audit trail feature
being tampered with. Additionally, where audit
trail (edit log) facility was enabled and operated
in the previous year, the audit trail has been
preserved by the Company as per the statutory
requirements for record retention.

C. We draw attention to Note 61 to the standalone financial
statements which states that the managerial remuneration
paid/payable by the Company in relation to its Executive
Chairperson is in excess of the limits laid down under Section
197 of the Companies Act, 2013, read with schedule V to
the Act by '21.57 crore. Further, the remuneration paid/
payable by way of commission to the Non-executive
directors for the current year as per the limits laid down
under Section 197 of the Companies Act, 2013, read with
schedule V to the Act is '2.00 crore. In accordance with
the provisions of the Act, read with schedule V of the Act,
the excess remuneration to the Executive Chairperson
and remuneration to Non-executive directors is subject to
shareholders' approval, which the Company proposes to
seek at the forthcoming Annual General Meeting.