We have audited the accompanying financial statements of
VARDHMAN POLYTEX LIMITED ("the Company”), which
comprise the Balance Sheet as at March 31, 2025, and the
Statement of Profit and Loss (including Other Comprehensive
Income), the Statement of Changes in Equity and the Statement
of Cash Flows for the year ended, and notes to the financial
statements, including a summary of the significant 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 ("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 March 31, 2025, the profit
and total comprehensive income, changes in equity and its cash
flows for the year ended on that date.

Basis for opinion

We conducted our audit of the 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 Ind AS 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 made thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements and the ICAI's Code of Ethics. We believe that the
audit evidence we have obtained is sufficient and appropriate
to provide a basis for our qualified audit opinion on the Ind AS
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 Ind AS
financial statements for the financial year ended March 31,
2025. These matters were addressed in the context of our audit
of the Ind AS 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.

We have fulfilled the responsibilities described in the Auditor’s
responsibilities for the audit of the Ind AS financial statements
section of our report, including in relation to this matter.
Accordingly, our audit included the performance of procedures
designed to respond to our assessment of the risks of material
misstatement of the Ind AS financial statements. The results of
our audit procedures, including the procedures performed to
address the matter below, provide the basis for our audit opinion
on the accompanying Ind AS financial statements.

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

The Company's Board of Directors are responsible for the
preparation of the other information. The other information
comprises the information included in the Management
Discussion and Analysis Report, Board's Report including
Annexures to Board's Report, Corporate Governance and
Shareholder's Information, but does not include the Ind AS
financial statements and our auditor's report thereon.

Our opinion on the Ind AS 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 Ind AS financial statements,
our responsibility is to read the other information and, in doing
so, consider whether such other information is materially
inconsistent with the Ind AS 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.

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

The Company's Management and Board of Directors are
responsible for the matters stated in section 134(5) ofthe Act with
respect to the preparation of these Ind AS 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 and other accounting principles generally accepted
in India. The respective Management and Board of Directors
of the companies are responsible for 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

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 Ind AS
financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

In preparing the Ind AS financial statements, the respective
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
and Board of Directors either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors are responsible for overseeing
the Company’s financial reporting process.

Auditor's Responsibilities for the Audit of the Ind AS
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 SA's 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 SA's, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of
the Ind AS 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 controls.

• 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 system 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 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 Ind AS financial statements, including the disclosures,
and whether the Ind As financial statements represent
the underlying transactions and events in a manner that
achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding
the financial information of the Company of which we are
the independent auditors to express an opinion on the
Ind AS financial Statements. We are responsible for the
direction, supervision and performance of the audit of the
financial information of the Company of which we are the
independent auditors.

Materiality is the magnitude of misstatements in the financial
statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable
user of the 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 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 to 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. 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 Balance Sheet, the Statement of Profit and
Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Statement of
Cash Flow dealt with by this Report are in agreement
with the relevant 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 as on March 31, 2025 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 Section 164 (2) of
the Act.

f) With respect to the adequacy of the internal financial
controls with reference to financial statement of the
Company and the operating effectiveness of such
controls, refer to our separate Report in "Annexure
A". Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of the
Company's internal financial controls with reference
to financial statements.

g) 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.

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 has disclosed the impact of pending
litigations as at 31 March 2025 on the financial position of
the company. Refer note 39 to the financial statements.

ii) The Company has long-term contracts as at March 31, 2025
for which there were no material foreseeable losses. The
Company did not have any derivative contracts as at March
31, 2025.

iii) . There are no amounts to be transferred to the Investor

Education and Protection Fund by the company.

iv) (a) The management has represented that, to the best

of its knowledge and belief, that 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 persons or
entities, 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 to or on behalf of
the Ultimate Beneficiaries.

(b) The management has represented, that, to the best
of its knowledge and belief, that no funds have been
received by the Company or its joint operation from
any persons or entities, 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 Party
("Ultimate Beneficiaries") or provide any guarantee,
security or the like from or on behalf of the Ultimate
Beneficiaries.

(c) Based on audit procedures performed 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
(a) and (b) above, contain any material misstatement.

v) The Company has neither declared nor paid any dividend
during the year.

(vi) Based on our examination, which included test checks, the
company has used accounting software's for maintaining
its books 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 operated throughout the year, for
all relevant transactions recorded in the software's. Further,
during the course of our audit we did not come across any
instance of the audit trail feature being tampered with.

2. As required by the Companies (Auditor's Report) Order,
2020 ("the Order"), issued by the Central Government of
India in terms of Sub-Section (11) of Section 143 of the Act,
we give in the "Annexure B" a statement on the matters
specified in paragraphs 3 and 4 of the Order.

For Romesh K Aggarwal & Associates

Chartered Accountants

FRN - 000711N

Sd/-

Ruchir Singla

Partner

M. No. 519347

UDIN - 25519347BMIODK6848

Place - Ludhiana

Dated - 30^th May 2025