We have audited the standalone financial statements of VMS INDUSTRIES LIMITED ("the Company"), which comprise the Standalone
Balance Sheet as at March 31, 2025, 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 for the year then ended and notes to the standalone financial
statements, including a summary of significant accounting policies and other explanatory information (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
"except for non-provision for gratuity and other long term employee benefits as per Ind-As-19 "Employee Benefits" 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 including Indian Accounting Standards ('Ind AS') specified under Section 133 of the Act, of the state
of affairs of the Company as at March 31, 2025, and its profit and other comprehensive income, changes in equity and its cash flows for the
year ended on that date.

BASIS OF 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.

EMPHASIS OF MATTER:

We draw attention to the following matters in the Notes to the Financial Statements:

I. N ote No. 1(g) 2.2 regarding management contention that none of the employees of the company were eligible in respect of which the

company was required to make contribution as per the provisions relating to the Payment of Gratuity and accordingly no provision for
gratuity was not required to be made.

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.

Description of Key Audit Matters:

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORS' 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 Annual Report, but does not include the financial statements and our auditor's report thereon.

Our opinion on the standalone 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 standalone financial statements, our responsibility is to read the other information 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. 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 DIRECTOR'S RESPONSIBILITY 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 Companies Act, 2013
("the Act") with respect to the preparation of these standalone 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
Indian Accounting Standards (Ind AS), accounting principles generally accepted in India, including the Indian Accounting Standards specified
under Section 133 of the Act, read with the Companies (Indian Accounting Standard) Rules, 2015 as amended.

This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding
of the assets of the Company and for preventing and detecting the 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 control, 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 standalone 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 Management and 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 judgment and maintain professional skepticism throughout the audit.
We also:

• I dentify 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.

• 0 btain 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.

• Ovaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management and Board of Directors.

• Oonclude 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 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.

• Ovaluate 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.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it
probable that the economic decisions of a reasonably knowledgeable user of the standalone 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 standalone 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 standalone financial statements of the current period 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. A s required by The Companies (Auditor's Report) Order, 2020 issued by The Central Government Of India in term of section 143 (11) of
The Companies Act, 2013, we enclose in the Annexure-A hereto a statement on the matters specified in paragraphs 3 and 4 of the said
order, to the extent applicable to the company.

2. A s 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) I n our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination
of those books;

c) Ahe Standalone Balance Sheet, Standalone the Statement of Profit and Loss including Other Comprehensive Income, the
Standalone Statement of Changes in Equity & the Standalone Statement of Cash Flows dealt with by this Report are in agreement
with the books of account;

d) I n our opinion, aforesaid Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive
Income, the Standalone Statement of Changes in Equity & the Standalone Statement of Cash Flows except for effect of Ind-As-19
"Employee Benefits" relating to Employee Gratuity [Refer to Emphasis Para of this report], comply with the Indian Accounting
Standards prescribed under section 133 of the Act;

e) A n the basis of written representations received from the directors of the Company as on March 31, 2025, and 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
sub-section (2) of section 164 of Act;

f) W ith respect to the adequacy of internal financial control over financial reporting of the Company 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 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. T he Company had the following litigations pending as at the end of the financial year which may impact its financial position
on final disposal of the respective matters.

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

iii. As at 31st March, 2025 there were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.

iv. A anagement Representation:

a. A he Management of the Company has represented to us that to the best of it's knowledge and belief, no funds (which
are material either individually or in the 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, 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. Ahe management of the Company has represented, that, to the best of it's knowledge and belief no funds (which are
material either individually or in the 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.

c. A ased on audit procedures which we 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) Companies
(Audit and Auditors) Rules, 2014 (as amended) and provided in clauses (a) and (b) above contain any material mis¬
statement.

v. The amount of dividend declared and paid during the current financial year:

a. Ahe final dividend proposed, declared and paid by the company during the current financial year is in accordance with
the provisions of section 123 of the Act, as applicable.

b. The company has not declared or paid any interim dividend during the current financial year.

c. The Board of Directors of the Company have not proposed any final dividend for the current financial year.

vi. Aased on our examination of books of account which included test checks, the company has used an accounting software
for maintaining its book 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 been operational for the financial year 2024-25 for all relevant transactions recorded in
the software. Further based on test check basis of transactions during the course of our audit, we did not come across any
instance of audit trail feature being tampered with.

Further during the course of our audit which included test check of transactions for verifying whether audit trail has been
preserved, we are of the opinion that the audit trail has been preserved by the Company as per the statutory requirements
for record retention.

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

In our opinion and according to the information and explanations given to us, the remuneration paid 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 to any director 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 AND ON BEHALF OF
S N SHAH & ASSOCIATES,

CHARTERED ACCOUNTANTS,
FIRM REG. NO. 109782W

FIROJ G. BODLA

PARTNER

PLACE: AHMEDABAD M. No. 126770

DATED: 22ND MAY, 2025 UDIN: 25126770BMITGG7341