We have audited the accompanying standalone financial
statements of Vardhman Holdings Limited ('the Company'),
which comprise the Balance Sheet as at 31^st March 2026, the
Standalone Statement of Profit and Loss (including Other
Comprehensive Income), the Standalone Statement of Cash
flows, the Standalone Statement of Changes in Equity, for
the year then ended and notes to the standalone financial
statements, including a summary of the material accounting
policies and other explanatory information (hereinafter referred
to as "the 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 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 31^st March 2026, and the Profit and total
comprehensive income, cash flows and changes in equity for
the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone 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 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 made 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 audit opinion on the standalone financial statements.

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 for the year ended 31^st March,
2026. 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. We have determined the
matters described below to be the Key Audit Matters to be
communicated in our report.

Information Other than the Standalone Financial
Statements and Auditor's Report Thereon

The Company's management and Board of Directors is
responsible for the other information. The other information
comprises the information included in Board's Report
including annexures to the Board's Report, but does not
include the Standalone 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 and 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 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.

Responsibilities of Management and Board of
Directors 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, total
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.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act
for safeguarding 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
standalone 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, the
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 the
management either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.

The Board of Directors are 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 scepticism
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 financial controls
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 standalone
financial statement 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 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.

• 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.

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 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 in
terms of sub section (11) of section 143 of the Act, we give
in "Annexure A" a statement on the matters specified in
paragraphs 3 and 4 of the Order.

2. (A) 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 Standalone Balance sheet, the Standalone
Statement of profit and loss including
other comprehensive income, Standalone
statement of changes in equity and the
Standalone statement of cash flows dealt with
by this Report are in agreement with the books
of account.

(d) In our opinion, the aforesaid standalone
financial statements comply with the Indian
Accounting Standards specified under Section
133 of the Act, read with the Companies
(Indian Accounting Standards) Rules, 2015,
as amended.

(e) On the basis of the written representations
received from the directors as on
31^st March 2026 taken on record by the Board
of directors, none of the directors is disqualified
as on 31^st March 2026 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 and the operating effectiveness
of such controls, refer to our separate report
in "Annexure B". Our report expresses an
unmodified opinion on the adequacy and
operating effectiveness of the internal financial
control over financial reporting of the company.

(B) 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:

(a) The company has disclosed the impact of
pending litigations on its financial position in
its standalone financial statements. Refer Note
28 to the standalone 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 (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 or entity, 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;

(ii) 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 or entity, 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;

(iii) Based on such audit procedures that 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) contain any material
misstatement.

(e) The dividend declared and paid during the year
by the Company is in compliance with Section
123 of the Act.

(f) Based on our examination, which included
test check and according to the information
and explanations given to us, the accounting
software used by the Company for maintaining
its books of account for the year ended
March 31,2026 has a feature of recording audit
trail (edit log) facility and the same has been
operated throughout the year for all relevant
transactions recorded in the software systems.

Further, during the course of our audit we did not
come across any instance of the audit trail feature
being tampered with and the audit trail has been
preserved by the Company as per the statutory
requirements for record retention.

(C) With respect to the other matters to be included
in the Auditor's Report in accordance with the
requirements of section 197(16) of the Act, as
amended, in our opinion and to the best of our
information and according to the explanations given
to us, the remuneration paid by the Company to its
directors during the year is in accordance with the
provisions of section 197 of the Act.

For K. C. Khanna & Co.

Chartered Accountants
Firm's Registration No. 000481N

(Nitin K. Jain)

Partner

Place: Ludhiana Membership No. 083084

Date: May 23, 2026 UDIN: 26083084XUEWBN3501