Vandan Foods Ltd Auditor Reports

Report of the Independent Auditor on the Restated Financial Statements of Vandan Foods Limited

for the years ended on 31st March, 2022, 31st March, 2023, 31st March, 2024 and 31st August, 2024 (As required by Section 26 of Companies Act, 2013 read with Rule 4 of Companies (Prospectus and

Allotment of Securities) Rules, 2014)

To,

The Board of Directors,

Vandan Foods Limited

Ahmedabad

Dear Sirs,

1. We have examined the attached Restated Statement of Assets and Liabilities of Vandan Foods Limited (the "Company") as at 31st August, 2024, 31st March, 2024, 31st March, 2023 and 31st March, 2022 and the related Restated Statement of Profit & Loss and Restated Statement of Cash Flow for the financial period / year ended on 31st August, 2024, 31st March, 2024, 31st March, 2023 and 31st March, 2022 (collectively the "Restated Summary Statements" or "Restated Financial Statements"). These Restated Summary Statements have been prepared by the Company and approved by the Board of Directors of the Company in connection with the Initial Public Offering (IPO) in SME Platform of Bombay Stock Exchange.

2. These Restated Summary Statements have been prepared in accordance with the requirements of:

(i) Part I of Chapter III to the Companies Act, 2013 ("Act") read with Companies (Prospectus and Allotment of Securities) Rules 2014;

(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009 ("ICDR Regulations") issued by the Securities and Exchange Board of India ("SEBI" ) in pursuance to Section 11 of the Securities and Exchange Board of India Act, 1992 and related amendments / clarifications from time to time;

(iii) The terms of reference to our engagements with the Company letter dated 02nd September, 2024, requesting us to carry out the assignment, in connection with the Draft Prospectus/ Prospectus being issued by the Company for its proposed Initial Public Offering of equity shares in SME Platform of Bombay Stock Exchange ("IPO" or "SME IPO"); and

(iv) The Guidance Note on Reports in Company Prospectus (Revised) issued by the Institute of Chartered Accountants of India to the extent applicable ("Guidance Note").

3. This Restated Summary Statements of the Company have been extracted by the Management from the Audited Financial Statements of the Company for the period ended on 31st August, 2024 and financial years ended on 31st March, 2024, 31st March, 2023 and 31st March, 2022.

4. In accordance with the requirements of Part I of Chapter III of Act, ICDR Regulations, Guidance Note and Engagement Letter, we report that:

(i) The "Restated Statement of Assets and Liabilities" as set out in Annexure 1 to this report, of the Company as 31st August, 2024, 31st March, 2024, 31st March, 2023 and 31st March, 2022 are prepared by the Company and approved by the Board of Directors. These Statement of Assets and Liabilities, as restated have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies to the Restated Summary Statements set out in Annexure 4A to B to this Report and Reconciliation of Restated Profits with Explanatory Notes thereon as set out in Annexure 4 to this Report. As a result of these adjustments, the amounts reported in the above-mentioned statements are not necessarily the same as those appearing in the Audited Financial Statements of the Company for the relevant period / financial years.

(ii) The "Restated Statement of Profit and Loss" as set out in Annexure 2 to this report, of the Company for the financial period / year ended on 31st August, 2024, 31st March, 2024, 31st March, 2023 and 31st March, 2022 are prepared by the Company and approved by the Board of Directors. These Statement of Profit and Loss, as restated have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies to the Restated Summary Statements set out in Annexure

4A to B to this Report and Reconciliation of Restated Profits with Explanatory Notes thereon as set out in Annexure 4 to this Report.

(iii) The "Restated Statement of Cash Flow" as set out in Annexure 3 to this report, of the Company for the financial period/year ended on 31st August, 2024, 31st March, 2024, 31st March, 2023 and 31st March, 2022 are prepared by the Company and approved by the Board of Directors. These Statement of Cash Flow, as restated have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies to the Restated Summary Statements set out in Annexure 4A to B to this Report and Reconciliation of Restated Profits with Explanatory Notes thereon as set out in Annexure 4 to this Report.

5. Based on the above, we are of the opinion that the Restated Financial Statements have been made after incorporating:

a) Adjustments for the changes in accounting policies retrospectively in respective financial years/period to reflect the same accounting treatment as per the changed accounting policy for all reporting periods.

b) Adjustments for prior period and other material amounts in the respective financial years/period to which they relate and there are no qualifications which require adjustments.

c) There are no extra-ordinary items that need to be disclosed separately in the accounts and qualifications requiring adjustments.

d) There were no qualifications in the Audit Reports issued by the Statutory Auditors for the financial period/year ended on 31st August, 2024, 31st March, 2024, 31st March, 2023 and 31st March, 2022 which would require adjustments in this Restated Financial Statements of the Company.

e) These Profits and Losses have been arrived at after charging all expenses including depreciation and after making such adjustments/restatements and regroupings as in our opinion are appropriate and are to be read in accordance with the Significant Accounting Polices and Notes to Restated Summary Statements as set out in Annexure 4A to B to this report.

f) There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Information or Restated Summary Financial Statement.

g) The related party transaction for purchase & sales of services entered by the company are at arms length.

h) The Company has not paid any dividend since its incorporation.

6. We have also examined the following financial information relating to the Company prepared by the Management and as approved by the Board of Directors of the Company and annexed to this report relating to the Company for the financial period / year ended on 31st August, 2024, 31st March, 2024, 31st March, 2023 and 31st March, 2022 proposed to be included in the Draft Prospectus / Prospectus ("Offer Document")

7. We, Piyush Kothari & Associates, have been subjected to the peer review process of the Institute of Chartered Accountants of India ("ICAI") and hold a valid peer review certificate issued by the "Peer Review Board" of the ICAI.

8. The preparation and presentation of the Financial Statements referred to above are based on the Audited financial statements of the Company and are in accordance with the provisions of the Act and ICDR Regulations. The Financial Statements and information referred to above is the responsibility of the management of the Company.

9. The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by any other Firm of Chartered Accountants nor should this report be construed as a new opinion on any of the financial statements referred to therein.

10. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

11. Trendy our opinion, the above financial information contained in Annexure 1 to 29 of this report read with the respective Significant Accounting Polices as set out in Annexure 4A &B and Reconciliation of Restated Profits with Explanatory Notes thereon as set out in Annexure 4 are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Act, ICDR Regulations, Engagement Letter and Guidance Note.

12. Our report is intended solely for use of the management and for inclusion in the Offer Document in connection with the SME IPO. Our report should not be used, referred to or adjusted for any other purpose except with our consent in writing.

Thanking You