1. We have audited the accompanying standalone financial statements of Vadilal Industries Limited ('the Company'), which comprise
the Standalone Balance Sheet as at 31 March 2026, the Standalone Statement of Profit and Loss (including Other Comprehensive
Income), the Standalone Statement of Cash Flow and the Standalone Statement of Changes in Equity for the year then ended,
and notes to the standalone financial statements, including material accounting policy information and other explanatory
information.

2. 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 ('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

3. 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 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 ('ICAI') 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.

Key Audit Matter

4. 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.

5. We have determined the matter described below to be the key audit matter to be communicated in our report.

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

6. 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 standalone 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 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.

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

7. The accompanying standalone 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 standalone 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.

8. I n preparing the standalone 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.

9. 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

10. 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 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 standalone financial statements.

11. 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:

• 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 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 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; and

• 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.

12. 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.

13. 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.

14. 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.

Other Matter

15. The standalone 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

16. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its directors
during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

17. 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.

18. 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 standalone 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 standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone 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 41 to the standalone 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 44 to the standalone 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 52 (d)

to the standalone 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 52 (e)
to the standalone 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 18 (a) to the accompanying standalone 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 52 (a) to the standalone 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.

For Walker Chandiok & Co LLP

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

Mehulkumar Sharadkumar Janani

Partner

Place: Ahmedabad Membership No.: 118617

Date: 27 May 2026 UDIN: 26118617YNMMIQ7829