We have audited the accompanying Financial Statements of Axtel Industries Limited ("the Company") which comprise the Balance
Sheet as at March 31,2026, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in
Equity, Statement of Cash Flows for the year then ended, and notes to the financial statement, including a summary of significant
accounting policies and other explanatory information (hereinafter referred to as the "financial statements").

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 ("Ind AS") prescribed under section 133 of the Act read with the Companies (Indian Accounting
Standard) 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 31,2026, its profit, 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 thestandalone financial statements in accordance with the Standards on Auditing ("SA"s) 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 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 thefinancial 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 obtained by
us is sufficient and appropriate to provide a basis for our audit 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. we have determined the matters described below to
be the key audit matters to be communicated in our report:

Information other than the financial statements and auditors' report thereon

The Company's board of directors is responsible for the other information. The other information comprises the information included in
the Management Discussions and Analysis, Board's Report including Annexures to Board's Report, Corporate Governance and
Shareholder's Information, but does not include the financial statements and our auditor's report 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 during the course of
our 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 Responsibility for the Financial Statements

The Board of Directors of the Company is 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 financial position, financial performance including other comprehensive
income, changes in equity and cash flows in accordance with the Ind AS and other accounting principles generally accepted in India.

This responsibility also include 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 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, management 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 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 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 scepticism throughout the
audit. We also:

• 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.

• 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 Companies Act, 2013, 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 financial statements, including the disclosures, and whether the
financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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 quantitative 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 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"), as amended, issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" attached to this report, a statement on the
matters specified in paragraphs 3 and 4 of the Order.

2. 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 purpose 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 Cash Flow
and the Statement of Changes in Equity, 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 written representations received from the directors as on March 31, 2026 taken on record by the Board of

Directors, none of the directors is disqualified as on March 31,2026 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 operating effectiveness of the Company's internal financial controls over financial reporting.

g. With respect to the matter to be included in the Auditors' Report in accordance with 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 does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the
Company.

iv. On the basis of written representations received from the management;

(a) it is stated that, to the best of their knowledge and belief, other than as disclosed in the notes to the accounts, 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; and

(b) it is stated that, to the best of their knowledge and belief, other than as disclosed in the notes to the accounts, 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 were considered reasonable and appropriate by us in the circumstances,
nothing has come to our notice that has caused us to believe that the representations of management under sub¬
clause (i) and (ii) of Rule 11 (e), as provided under (a) and (b) above, contain any material misstatement.

v. The dividend declared or paid during the year, referred to at Point No. 16 (b) of Note No. 30(B) by the company is in
compliance with section 123 of the Companies Act, 2013.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software
which has a feature of recording audit trail (edit log) facility, is applicable to the Company with effect from 1st April, 2023
and accordingly reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 is in respect of Financial
year ended 31.03.2026. Based on our examination, the Company has used accounting software for maintaining its books
of accounts which has a feature of recording audit trail (edit log) facility. The audit trail facility has been implemented with
effect from 1 st April, 2023 for all relevant transactions recorded in the accounting software. During the course of our audit
we did not come across any instance of audit trail feature being tampered with.

For VRCA & ASSOCIATES

Chartered Accountants
FRN: 104727W

(CA. V K SHASTRI)

Place: Vadodara Partner

Date: 07/05/2026 Membership No. : 042774

UDIN : 26042774EPHBEO1755