We have audited the financial statements of VST
Industries Limited (the "Company”), its VST ESOP Trust
("Trust") which comprise the balance sheet as at
31 March 2026, and the statement of profit and loss
(including other comprehensive income), statement of
changes in equity and statement of cash flows for the
year then ended, and notes to the financial statements,
including material accounting policies 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 ("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 31 March
2026, and its profit and other comprehensive income,
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 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 fulfiled
our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe
that the audit evidence obtained by us is sufficient and
appropriate to provide a basis for our opinion on the
financial statements.

Key Audit Matter

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.

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
Company's annual report which includes statutory
reports such as Management discussion and analysis,
Business responsibility and sustainability report,
Corporate governance and Board's report, but does
not include the financial statements and auditor's
report thereon.

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 report that fact. We have nothing to report
in this regard.

Management's and Board of Directors'/Board
of Trustees' Responsibilities 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
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. The respective Management and
Board of Directors of the Company/Board of Trustees of
the Trust are responsible for maintenance of adequate
accounting records in accordance with the provisions
of the Act for safeguarding of the assets of Company/
Trust 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 Management
and Board of Directors/Board of Trustees are
responsible for assessing the ability of the Company/
Trust 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/Board of Trustees either intends
to liquidate the Company/Trust or to cease operations,
or has no realistic alternative but to do so.

The Board of Directors/Board of Trustees are also
responsible for overseeing the financial reporting
process of Company/Trust.

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 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 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 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 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.

2 A. 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. I n 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 other comprehensive
income), the statement of changes in equity
and the statement of cash flows dealt with by
this Report are in agreement with the books of
account.

d. In our opinion, the aforesaid 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 on 01 April 2026
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 opinion 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)
and paragraph 2B(f) below on the 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 31 March 2026 on its
financial position in its financial statements
- Refer Note 6, 17 and 25 to the 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 has been no delay in transferring
amounts, 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, 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, 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. 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 Schedule B of Statement of
Changes in Equity 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.

f. Based on our examination which included
test checks, the Company has used an
accounting software for maintaining its books
of account 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.

C. With respect to the matter to be included in the
Auditor's Report under Section 197(16) of the Act:

In our opinion and according to the information and
explanations given to us the remuneration paid/

payable by the Company to its directors during the
current year is in accordance with the provisions
of Section 197 of the Act. The remuneration paid/
payable to any director by the Company is not in
excess of the limit laid down under Section 197 of
the Act. The Ministry of Corporate Affairs has not
prescribed other details under Section 197(16) of
the Act which are required to be commented upon
by us.

For B S R & Associates LLP

Chartered Accountants
Firm's Registration No.: 116231W/W-100024

Balkishan Kabra

Partner

Place: Hyderabad Membership No.: 221202

Date: 16 April 2026 ICAI UDIN: 26221202XWVBQQ3159