We have audited the accompanying standalone financial statements of VTM Limited (“the
Company"), which comprise the balance sheet as at March 31, 2026, 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 then ended, and notes to the financial statements,
including a summary of 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 Indian Accounting Standards prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, (“Ind
AS") and other accounting principles generally accepted in India, of the state of affairs of
the Company as at March 31, 2026, its profits, total comprehensive income, the changes in
equity and its cash flows for the year ended as 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 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 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 ICAI's 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 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 Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the other information.
The other information comprises the information included in the Management Discussion
and Analysis, Board's Report including Annexures to Board's Report, Business Responsibility
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 standalone 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 and those charged with governance's responsibility for the financial
statements

The Company's Board of Directors (those charged with governance) 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, cash flows and changes in equity of the Company
in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133
of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended
from time to time, and other accounting principles generally accepted in India.

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.

The management is responsible to ensure that the accounting software used by the Company
for maintaining its books of account has the features of (a) recording an audit trail of each and
every transaction and (b) creating an edit log of each change made in the books of account
along with the date when such changes are made. The management is also responsible to
ensuring that the audit trail is not disabled.

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 (those charged with governance) are also responsible for overseeing
the Company's financial reporting process.

Auditors' 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:

• 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 controls 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
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 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 sub-section (11) of section 143 of the Companies
Act, 2013, we give in Annexure “A" a statement on the matters specified in paragraphs 3
and 4 of the Order.

2. 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;

(c) The balance sheet, the statement of profit and loss including other comprehensive
income, 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 Indian Accounting
Standards specified under Section 133 of the Act;

(e) On the basis of the 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 and operating effectiveness of the Company's internal financial
controls over financial reporting;

(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; and

(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:

a. The Company has disclosed the impact of pending litigations on its financial
position in its financial statements - Refer Note 49 to the financial statements;

b. The Company has made provision, as required under the applicable law or
accounting standards, for material foreseeable losses, if any, on long-term
contracts including derivative contracts; and

c. There has been no delay in transferring amounts, required to be transferred, to
the Investor Education and Protection Fund by the Company

d. The management has represented that, to the best of its knowledge and belief,
other than as disclosed in the notes to the accounts,

i. 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

ii. 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.

iii. Based on audit procedures carried out by us, that we have 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. In our opinion and according to the information and explanations given to us,
the dividend declared or paid during the year by the company is in compliance
with section 123 of the Companies Act, 2013.

f. Based on the information and explanations given to us and 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. We also report that during the
course of our audit we did not come across any instance of audit trail feature
being tampered with and the audit trail has been preserved by the company as
per the statutory requirements for record retention.

For CNGSN & ASSOCIATES LLP

Chartered Accountants

Firm's Registration No. 004915S/ S200036

(E K SRIVATSAN)

Partner

Membership No. 225064

UDIN:

Place: Chennai

Date: May 22, 2026