| 1.    We have audited the accompanying standalonefinancial statements of V.I.P. Industries Limited (“the
 Company”), which comprise the standalone Balance
 Sheet as at March 31, 2025, and the standalone
 Statement of Profit and Loss (including Other
 Comprehensive income), the standalone Statement
 of Changes in Equity and the standalone Cash Flow
 Statement 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 andaccording 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 accounting principles generally
 accepted in India, of the state of affairs of the Company
 as at March 31, 2025, and total comprehensive loss
 (comprising of loss and other comprehensive income),
 changes in equity and its cash flow for the year
 then ended.
 
 BASIS FOR OPINION3.    We conducted our audit in accordance with theStandards 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 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 MATTERS4.    Key audit matters are those matters that, in ourprofessional judgement, 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.
 
| Key audit matter | How our audit addressed the key audit matter |  
| 1. Estimation of rebates, discounts and salesreturns
 (Refer note 3(ii), 12(B) 21 (B) and 24 to theStandalone financial statements)
 The Company sells its products through variouschannels like modern trade, distributors, retailers,
 institutions, etc., and recognises liabilities related
 to rebates, discounts and right of return.
 As per the accounting policy of the Company,the revenue is recognised upon transfer of
 control of goods to the customer and thus
 requires an estimation of the revenue taking
 into consideration rebates, discounts and right of
 return as per the terms of the contracts.
 With regard to determination of revenue, themanagement is required to make significant
 estimates in respect of following:
 | Our procedures included the following: •    Obtained an understanding with regard to controlsrelating to recording of rebates, discounts, sales
 returns and the estimation of revenue, period end
 provisions, and tested the design and operating
 effectiveness of such controls;
 •    Verified the inputs used in the estimation of revenue(in context of rebates, discounts and sales returns) to
 the source data;
 •    Assessed the underlying assumptions used fordetermination of rebates, discount rates, sales
 returns etc.;
 •    Verified the completeness of liabilities recognised byevaluating the parameters for a sample of schemes;
 •    Performed analysis for past trends by comparingrecent actuals with the estimates of earlier periods.
 |  
| Key audit matter | How our audit addressed the key audit matter |  
| • the rebates/discounts Linked to sales, which | • Tested credit notes issued to customers and payments |  
| will be given to the customers pursuant to | made to them during the year and subsequent to |  
| schemes offered by the Company; | the year-end in along with the terms of the related |  
| • provision for sales returns, where the | schemes. |  
| customer has right to return the goods to theCompany; and
 |  |  
| • Discounts offered by the distributors to the |  |  
| customers in accordance with schemesoffered by the Company.
 |  |  
| The matter has been determined to be a keyaudit matter in view of the involvement of
 significant estimates and judgements made by
 the management.
 |  |  
| 2 Assessment of carrying value of investments in | Our procedures included the following: |  
| subsidiaries | • Obtained an understanding from the management, |  
| (Refer to notes 3(xii), 7 and 8A to the Standalone | assessed and tested the design and operating |  
| financial statements) | effectiveness of the Company's key controls over |  
| The carrying value of the Company's equity andpreference shares investment in subsidiaries is
 | the impairment assessment and fair valuation ofinvestments.
 |  
| ' 6.52 crores and ' 43.39 crores respectively as | • Evaluated the Company's process of impairment |  
| at March 31, 2025. | assessment and fair valuation by involving |  
| The Company carries equity investments insubsidiaries at cost less impairment loss, if any.
 | auditor's valuation experts to assist in assessingthe appropriateness of the impairment model,
 including independent assessment of the underlying
 |  
| The Company has also made investments in | assumptions like, terminal rate and WACC used by |  
| preference shares in certain subsidiaries. The | Management expert. |  
| Company accounts for these investments insubsidiaries initially at fair value and subsequently
 at fair value through profit and loss.
 | • Evaluated the competency, objectivity and capabilitiesof management's valuation expert.
 |  
| Where an indication of impairment exists, thecarrying value of investment is assessed for
 impairment and, where applicable, an impairment
 | • Evaluated the cash flow forecasts by comparingthem to the approved budgets and our understanding
 of the industry's internal and external factors.
 |  
| provision is recognised. The impairment | • Checked the mathematical accuracy of the |  
| assessment/fair valuation for such investments | impairment model and agreed the relevant data with |  
| has been carried out by the management in | the latest budgets, past results, and other supporting |  
| accordance with Ind AS 36 and Ind AS 109, as | documents. |  
| applicable. | • Assessed the Company's sensitivity analysis and |  
| Management has made evaluation of impairment | evaluated whether any reasonably foreseeable |  
| loss in the carrying value of investment in | change in assumptions could lead to impairment loss |  
| subsidiaries using a discounted cash flow model | or material change in fair valuation. |  
| with the assistance of valuation experts andconcluded that no impairment loss provision is
 required against these investments as at the year
 end.
 | • Evaluated the appropriateness of the disclosuresmade in the standalone financial statements.
 |  
| We considered this as a key audit matter in ouraudit considering that significant management
 judgement is involved in assessing the
 appropriateness of the valuation model, estimates
 of future cash flows as well as assumptions like
 Weighted Average Cost of Capital (WACC), growth
 rate, terminal value, etc. used in the valuation
 model.
 |  |  OTHER INFORMATION5.    The Company's Board of Directors is responsible for theother 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.
 Our opinion on the standalone financial statementsdoes not cover the other information and we do not
 express any form of assurance conclusion thereon.
 In connection with our audit of the standalone financialstatements, 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 concludethat 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 ANDTHOSE CHARGED WITH GOVERNANCE FOR THE
 STANDALONE FINANCIAL STATEMENTS
6.    The Company's Board of Directors is responsiblefor the matters stated in Section 134(5) of 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,
 changes in equity and cash flow of the Company in
 accordance with the accounting principles generally
 accepted in India, including the Indian Accounting
 Standards 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 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 standalone financial statements
 that give a true and fair view and are free from material
 misstatement, whether due to fraud or error.
 7.    In preparing the standalone financial statements, Boardof 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 Board of
 Directors either intends to liquidate the Company or to
 cease operations, or has no realistic alternative but todo so.
 8.    Those Board of Directors are also responsible foroverseeing the Company's financial reporting process.
 AUDITOR'S RESPONSIBILITIES FOR THE AUDITOF THE STANDALONE FINANCIAL STATEMENTS
9.    Our objectives are to obtain reasonable assuranceabout 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.
 10.    As part of an audit in accordance with SAs, we exerciseprofessional judgement and maintain professional
 scepticism throughout the audit. We also:
 •    Identify and assess the risks of materialmisstatement 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 controlrelevant 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 statements in place and the operating
 effectiveness of such controls.
 •    Evaluate the appropriateness of accountingpolicies used and the reasonableness of
 accounting estimates and related disclosures
 made by management.
 •    Conclude on the appropriateness of management'suse 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 theCompany'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 andcontent 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.
 11.    We communicate with those charged with governanceregarding, 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.
 12.    We also provide those charged with governance witha 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.
 13.    From the matters communicated with those chargedwith 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 REGULATORYREQUIREMENTS
14.    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,
 to the extent applicable.
 15.    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 thepurposes of our audit.
 (b)    In our opinion, proper books of account asrequired by law have been kept by the Company
 so far as it appears from our examination of those
 books, except for the matters stated in paragraph
 15(h)(vi) below on reporting under Rule 11(g) of
 the Companies (Audit and Auditors) Rules, 2014
 (as amended).
 (c)    The Standalone Balance Sheet, the StandaloneStatement of Profit and Loss (including other
 comprehensive income), the Statement of
 Changes in Equity and the Cash Flow Statement
 dealt with by this Report are in agreement with
 the books of account.
 (d)    In our opinion, the aforesaid standalone financialstatements comply with the Indian Accounting
 Standards specified under Section 133 of the Act.
 (e)    On the basis of the written representationsreceived 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 maintenance of accounts andother matters connected therewith, reference is
 made to our remarks in paragraph 15(b) above on
 reporting under Section 143(3)(b) and paragraph
 15(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 internalfinancial controls with reference to standalone
 financial statements of the Company and the
 operating effectiveness of such controls, refer to
 our separate Report in “Annexure A”.
 (h)    With respect to the other matters to be includedin 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 ofpending litigations on its financial position
 in its standalone financial statements
 - Refer Note 39 to the standalone
 financial statements;
 ii.    The Company was not required to recognisea provision as at March 31, 2025 under
 the applicable law or Indian Accounting
 Standards, as it does not have any materialforeseeable losses on long-term contract.
 The Company did not have any long-term
 derivative contracts as at March 31, 2025.
 iii.    There has been no delay in transferringamounts, required to be transferred, to the
 Investor Education and Protection Fund by
 the Company during the year.
 iv.    (a) The management has represented that, to the best of its knowledge and belief,as disclosed in Note 49 to the standalone
 financial statements, 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, 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 ;
 (b)    The management has representedthat, to the best of its knowledge and
 belief, as disclosed in the Note 49 to
 the standalone financial statements,
 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, 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 that weconsidered reasonable and appropriate
 in the circumstances; nothing has
 come to our notice that has caused
 
us to believe that the representationsunder sub-clause (a) and (b) contain any
 material misstatement.
 v.    The Company has not declared or paid anydividend during the year.
 vi.    Based on our examination, which includedtest checks, the Company has used
 accounting software for maintaining its
 books of account which has a feature of
 recording audit trail (edit log) facility and
 that has operated throughout the year for
 all relevant transactions recorded in the
 software, except that the audit trail is not
 maintained in case of modification of certain
 transactions by certain users with specific
 access and the audit trail is not maintained
 for direct database changes. During the
 course of performing our procedures, other
 than the aforesaid instances of audit trail
 not maintained where the question of our
 commenting does not arise, we did not
 notice any instance of audit trail feature
 being tampered with. Further, the audit trail,
 to the extent maintained in the prior year,
 has been preserved by the Company as
 per the statutory requirements for record
 retention.(Refer Note 51 to the standalone
 financial statements).
 16. Except for managerial remuneration aggregating to ' 4Crores, the managerial remuneration paid/ provided
 for by the Company is in accordance with the requisite
 approvals as mandated by the provisions of Section
 197 read with Schedule V to the Act. As stated in the
 note 37 to the standalone financial Statements, the
 amount paid/ provided by the Company is subject to
 approval of shareholders by way of special resolution
 in the ensuing annual general meeting as required by
 Section 197 read with Schedule V to the Act.
 For Price Waterhouse Chartered Accountants LLPFirm Registration Number: FRN012754N/N500016
 Alpa Kedia Partner Place: Mumbai    Membership Number: 100681 Date: May 13, 2025    UDIN: 25100681BMNWYS4158 
  
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