We have audited the accompanying Standalone financial statements of
VLS Finance Limited (“the Company”) which comprises the Balance Sheet
as at March 31, 2025, the Statement of Profit and Loss (including other
comprehensive income), statement of changes in equity and statement
of cash flows for the year ended on that date and notes to the financial
statements, including a summary of material accounting policies and other
explanatory information (hereinafter referred to as “the standalone financial
statements”).

In our opinion and to the best of our information and according 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 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, and its profit and
total comprehensive Loss, changes in equity and its cash flows for the year
ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance
with the Standards on Auditing (Sas) specified under section 143(10) of
the Companies Act, 2013. 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 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 audit opinion on the
standalone financial statements.

Information Other than the Standalone 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
standalone financial statements and our auditor’s report thereon.

Our opinion on the standalone 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 standalone 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 Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for 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, total comprehensive income, changes in equity
and cash flows of the Company in accordance with accounting principles
generally accepted in India, including the 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 financial statement 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 Responsibility for the Audit of the Standalone 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 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 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 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 and content 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.

Materiality is the magnitude of misstatements in the standalone financial
statements that, individually or in aggregate, makes it probable that the
economic decisions of reasonably knowledgeable user of the standalone
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 standalone 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
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 Regulatory Requirements

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 Annexure ‘A’ a statement on the matters

specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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, the Statement of Change in Equity, and the
Statement of Cash Flow dealt with by this Report are in agreement
with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply
with the Indian Accounting Standards specified under Section 133 of
the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors
as of March 31, 2025 taken on record by the Board of Directors,
none of the directors is disqualified as of March 31, 2025 from being
appointed as a director in terms of Section 164 (2) of the Act;

f) In our opinion, proper books of accounts and records as specified in
Rule 15 of the Securities Contract (Regulation) Rules, 1957 have been
kept in so far as it appears from our examination of such books;

g) The company as Stock Broker has complied with the requirements of
the stock exchange so far as they relate to maintenance of accounts
and was regular in submitting the required accounting information to
the Stock Exchange;

h) 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;

i) 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;

j) 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:

i. The Company has informed and explained to us the pending
litigations have no adverse effect on its financial position in its
standalone financial statements as of March 31,2025.

ii. The Company has made provision as of March 31, 2025, as
required under the applicable law or accounting standards,
for material foreseeable losses, if any, on long-term contracts
including derivative contracts.

iii. There has been no requirement to transfer any amount to the
Investor Education and Protection Fund, as the Company has
no due outstanding during the year ended March 31,2025.

iv. a) The Management has represented that, to the best of its

knowledge and belief, no funds (which are material either
individually or in the aggregate) 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 or entity, including foreign
entity (“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 represented, that, to the best of its
knowledge and belief, no funds (which are material either
individually or in the aggregate) have been, received by
the Company from any person or entity, including foreign
entity (“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;

c) 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 (a) and (b) above, contain any material
misstatement.

v. As stated in note 20, foot note (7) of the accompanying standalone
financial statements, the final dividend paid by the Company during
the year ended March 31,2025, in respect of dividend declared for the
previous year ended March 31, 2024, is in accordance with section
123 of the Act to the extent it applies to payment of dividend.

Further as stated in note 53 (i) of the accompanying standalone financial
statements, the Board of Directors of the Company have proposed
final dividend for the year ended March 31, 2025, which is subject to
the approval of the members at the ensuing Annual General Meeting.
The final dividend declared by the Company for the year ended March
31,2025, is in accordance with section 123 of the Companies Act 2013
to the extent it applies to declaration of dividend.

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. Further, during the course of our audit we did not come
across any instance of the 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 Agiwal & Associates
Chartered Accountants
(FRN: 000181N)

CA P. C. Agiwal

Partner

M. No. 080475

Place: New Delhi

Date: May 27, 2025

UDIN: 25080475BMLBAF5475