We have audited the accompanying financial statements of Vadilal Enterprises Limited (the "Company"), which comprise the Balance
Sheet as at March 31,2025, the Statement of Profit and Loss (including Other Comprehensive Loss), the Statement of Changes in Equity
and the Statement of Cash Flows 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 '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 (the "Act"), in the manner so required, and give a true and fair view in conformity
with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company
as at March 31,2025 and its profit, total comprehensive income, changes in equity and its cash flows 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) 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 (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements
under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to
provide a basis for our audit opinion on the financial statements.

Emphasis of Matter

We draw attention to Note 47 of the financial statements, which describes the conclusion of an independent review initiated by the
Board of Directors in relation to cross allegations between the Promoter Directors in earlier financial years of the nature described
in the said Note therein. Based on reports received from an Independent Law Firm and a Chartered Accountant Firm, and upon the
recommendation of the Committee of Independent Directors, the Board of Directors, at its meeting held on May 13, 2025, resolved to
conclude and close these matters. The Board has noted the findings of the independent review and confirmed that there is no financial
impact on the financial statements of the Company for the year ended March 31,2025.

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 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. We have determined the matters described below to be
the key audit matters to be communicated in our report. For each matter below, our description of how our audit addressed the matter
is provided In that context.

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 the Board's Report including Annexures to the Board's Report, and Shareholder's Information, but does not
include the financial statements and our auditors' reports thereon. The other information 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. If, based on the work we have performed, we conclude that there is a material misstatement
of this other information; we are required to communicate the matter to those charged with governance as required under SA 720 'The
Auditor's responsibilities relating to other Information'.

Management's responsibility 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
total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally
accepted in India, including the Ind AS specified under section 133 of the Act and the rules thereunder, as amended. 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 the 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 or Board of Directors either intend 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 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 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 system 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.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, make it probable that
the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work: and (ii) to evaluate
the effect of any identified misstatements in the financial statements.

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 31,2025 and are therefore the key audit matters. We describe
these matters in our auditors' 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
sub-section (11) of section 143 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, based on our audit, 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 as at March 31, 2025, the Statement of Profit and Loss (including Other Comprehensive Loss), the
Statement of Changes in Equity and the Statement of Cash Flows for the year then ended dealt with by this Report are in
agreement with the books of account.

(d) In our opinion, the financial statements comply with the Ind AS specified under section 133 of the Act and the Rules
thereunder, as amended.

(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 adequacy of the internal financial controls over financial reporting of the Company with reference to
the financial statements and the operating effectiveness of such controls, refer to our separate Report in 'Annexure B' to this
report.

(g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of sub-section
(16) of Section 197 of the Act, as amended, we report that to the best of our information and according to the explanations
given to us, only sitting fees have been paid by the Company to its directors during the year, which is in accordance with
the provisions of Section 197 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, 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.
Please refer Note No. 36.

(ii) The Company has made provision, as required under the applicable law or accounting standards, for material
foreseeable losses, if any, on long term contracts Including derivative contracts.

(iii) During the year, the Company has transferred ' 0.004 crores to Investor Education and Protection Fund with delay
of 4 days.

(iv) (a) The management has represented that, to the best of its knowledge and belief, no funds (which are material

either individually or in aggregate) 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, no funds (which are material
either individually or in aggregate) 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 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 of the Companies (Audit and Auditors) Rules, 2014, as provided in (a) and (b) above, contain
any material misstatement.

(v) 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.

As stated in note 17(a) to the accompanying financial statements, the Board of Directors of the Company have
proposed final dividend for the year ended 31 March 2025 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 for the financial year ended March 31,2025 which has a feature of recording audit trail (edit
log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.
Further, during the course of our audit we did not come across any instance of audit trail feature being tampered
with. Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record
retention.

For Arpit Patel & Associates

Chartered Accountants
Firm's Registration No.: 144032W

Pruthvi Patel

Partner

Place: Ahmedabad Membership No.: 167297

Date: May 26, 2025 UDIN:25167297BMLXOU4883