We have audited the financial statements of Vedant
Fashions Limited (the “Company”) which comprise the
balance sheet as at 31 March 2025, and the statement of
profit and loss (including other comprehensive income),
statement of changes in equity and statement of cash
flows for the year then ended, and notes to the financial
statements, including material 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 (“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 31 March 2025, and its profit and
other comprehensive loss, changes in equity and its cash
flows for the year ended on that date.

Basis for 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 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 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 on the
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
financial statements of the current period. These matters
were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.

Revenue recognition

See Note 30 and 54(i) to financial statements

Goodwill and Brand: Impairment Assessment

See Note 5(2) to financial statements

Other Information

The Company’s Management and Board of Directors
are responsible for the other information. The other
information comprises the information included in the
Company’s annual report, but does not include the financial
statements and auditor’s reports thereon.

Our opinion on the 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 financial statements,
our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the 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 Directors
Responsibilities for the Financial Statements

The Company’s Management and Board of Directors are
responsible for the matters stated in Section 134(5) of
the Act with respect to the preparation of these financial
statements that give a true and fair view of the state of
affairs, profit/ loss and other 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 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.

In preparing the 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
Board of Directors either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to
do so.

The Board of Directors is also responsible for overseeing
the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the
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
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 financial
statements.

As part of an audit in accordance with SAs, we exercise

professional judgment and maintain professional

skepticism throughout the audit. We also:

O Identify and assess the risks of material misstatement
of the 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.

O 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.

O Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by the Management and
Board of Directors.

O Conclude on the appropriateness of the Management
and Board of Directors use of the going concern basis
of accounting in preparation of financial statements
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.

O Evaluate the overall presentation, structure and
content of the financial statements, including the
disclosures, and whether the financial statements
represent the underlying transactions and events in a
manner that achieves fair presentation.

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 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
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.

2 A. 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 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 except for the
matter stated in the paragraph 2B(f) below on
reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014.

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 flows dealt with by this
Report are in agreement with the 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 various dates
taken on record by the Board of Directors, none
of the directors is disqualified as on 31 March
2025 from being appointed as a director in
terms of Section 164(2) of the Act.

f. the modification relating to the maintenance
of accounts and other matters connected
therewith are as stated in the paragraph 2A(b)
above on reporting under Section 143(3)
(b) of the Act and paragraph 2B(f) below on
reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014.

g. With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company and the operating
effectiveness of such controls, refer to our
separate Report in “Annexure B”.

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,
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 as at 31 March 2025 on its
financial position in its financial statements -
Refer Note 43 to the 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 were no amounts which were 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, as disclosed in the Note 53 to
the 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 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, as disclosed in the Note 53 to
the 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 directly or indirectly, lend or invest in
other persons or entities identified in any
manner whatsoever by or on behalf of the
Funding Parties (“Ultimate Beneficiaries”)
or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures 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 (i) and (ii) above, contain
any material misstatement.

e. The final dividend paid by the Company during
the year, in respect of the same 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 17 to the financial statements,
the Board of Directors of the Company have
proposed final dividend for the year 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.

f. Based on our examination which included
test checks, the Company has used an
accounting software for maintaining its books

of account 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. Further,
due to absence of relevant evidence, we are
unable to comment whether there were
any instances of the Audit trail feature been
tampered at log storage level during the audit
period. Additionally, where audit trail (edit log)
facility was enabled and operated in previous
year, the audit trail has been preserved by the
Company as per the statutory requirements
for record retention.

C. With respect to the matter to be included in the
Auditor’s 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 B S R & Co. LLP

Chartered Accountants
Firm’s Registration No.:101248W/W-100022

Seema Mohnot

Partner

Place: Kolkata Membership No.: 060715

Date: 06 May 2025 ICAI UDIN:25060715BMNVMX5193