We have audited the accompanying financial statements of Vadilal Enterprises Limited ('the Company'), which comprise the Balance
Sheet as at 31 March 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 material accounting policy
information and other explanatory information.

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 ('Ind AS') specified under section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March
2026, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing 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 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 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 matter described below to be the key audit matter to be communicated in our report.

Information other than the Financial Statements and Auditor's Report thereon

The Company's 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 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 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 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 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.

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

The accompanying financial statements have been approved by the Company's Board of Directors. The Company's Board of Directors
are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these financial
statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes
in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting
principles generally accepted in India. 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 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, the 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 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 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 Standards on Auditing 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 Standards on Auditing, specified under section 143(10) of the Act we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:

• I dentify 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 Board of Directors' 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; and

• 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 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.

Other Matter

The financial statements of the Company for the year ended 31 March 2025 were audited by the predecessor auditor, Arpit Patel &
Associates, who have expressed an unmodified opinion on those financial statements vide their audit report dated 26 May 2025.

Report on Other Legal and Regulatory Requirements

Based on our audit, we report that the Company has not paid or provided for any managerial remuneration during the year. Accordingly,
reporting under section 197(16) of the Act is not applicable.

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.

Further to our comments in Annexure A, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, 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 purpose of our audit of the accompanying financial statements;

b) Except for the matters stated in paragraph 18(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 (as amended), 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 financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none
of the directors is disqualified as on 31 March 2026 from being appointed as a director in terms of section 164(2) of the Act;

f) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph
18(b) above on reporting under section 143(3)(b) of the Act and paragraph 18(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 financial statements of the Company as
on 31 March 2026 and the operating effectiveness of such controls, refer to our separate report in Annexure B wherein we
have expressed an unmodified opinion; and

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, as detailed in note 36 to the financial statements, has disclosed the impact of pending litigations on
its financial position as at 31 March 2026;

ii. The Company, as detailed in note 38 to the financial statements, has made provision as at 31 March 2026, as required
under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts
including derivative contracts;

iii. The following delays were noted in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company during the year ended 31 March 2026;

(iv) a. The management has represented that, to the best of its knowledge and belief, as disclosed in note 46 (D)
to the financial statements, no funds have been advanced or loaned or invested (either from borrowed
funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s)
or entity(ies), including foreign entities ('the 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 ('the Ultimate Beneficiaries')
or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;
b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 46 (E)
to the financial statements, no funds have been received by the Company from any person(s) or entity(ies),
including foreign entities ('the 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 performed as considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the management representations under
sub-clauses (a) and (b) above contain any material misstatement.

v. The final dividend paid by the Company during the year ended 31 March 2026 in respect of such dividend 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 2026 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. As stated in Note 46 (A) to the financial statements and based on our examination which included test checks,
except for the instances mentioned below, the Company, in respect of financial year commencing on 1 April 2025,
has used accounting software for maintaining its books of account which have a feature of recording audit trail
(edit log) facility and the same have been 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 other than the consequential impact of the exceptions given below. Furthermore, the audit trail has
been preserved by the Company as per the statutory requirements for record retention where the audit trail feature
was enabled, other than the consequential impact of exceptions given below.

a. The accounting software used for maintenance of books of accounts is operated by a third-party software
service provider. In the absence of any information on existence of audit trail feature in the 'Independent
Service Auditor's Assurance Report on the Description of Controls, their Design and Operating Effectiveness'
('Type 2 report' issued in accordance with ISAE 3402, Assurance Reports on Controls at a Service Organization),
we are unable to comment on whether audit trail feature with respect to the database of the said software
was enabled and operated throughout the year.

b. The accounting software used for maintenance of parlour revenue records of the Company did not capture
the details of who made the changes i.e., User Id, for invoice processing at the application level. Further,
the said software is operated by a third-party software service provider. The 'Independent Service Auditor's
Assurance Report on the Description of Controls, their Design and Operating Effectiveness' ('Type 2 report'
issued in accordance with attestation standards established by the American Institute of Certified Public
Accountants ('AICPA')) was available for a substantial portion of the period under audit and the report does
not provide any information on existence of audit trail (edit logs) for any direct changes made at the database
level. Accordingly, we are unable to comment on whether audit trail feature with respect to the database of
the said software was enabled and operated throughout the period.

Additionally, the said accounting software retains audit trail (edit log) records only for the two financial years. Accordingly,
the audit trail has not been preserved by the Company as per the statutory requirements for record retention.

c. The accounting software used for maintenance of claims and discount records did not capture the details of
what data was changed while recording audit trail (edit log) at the application level. Further, the audit trail
feature was not enabled at the database level for the said accounting software to log any direct data changes.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm's Registration No.: 001076N/N500013

Mehulkumar Sharadkumar Janani

Partner

Place: Ahmedabad Membership No.: 118617

Date: 29 May 2026 UDIN: 26118617GCJLKL4425