Vashishtha Luxury Fashion Ltd Auditor Reports

To,

The Board of Directors,

Vashishtha Luxury Fashion Limited

Dear Sir,

1. We have examined the attached Restated Financial Information of Vashishtha Luxury Fashion Limited (the "Company" or the "Issuer"), comprising the Restated Statement of Assets and Liabilities as at March 31, 2024, March 31, 2023andMarch 31, 2022 the Restated Statements of Profit and Loss, the Restated Cash Flow Statement for the year ended on March 31, 2024, March 31, 2023and March 31, 2022 the Restated Statement of Significant Accounting Policies, the Notes and Annexures as forming part of these Restated Financial Statements (collectively, the " Restated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on September 27, 2024 for the purpose of inclusion in the DraftProspectus and/or Prospectus prepared by the Company in connection with its proposed SME Initial Public Offer of equity shares ("SME IPO") prepared in terms of the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act") other than the period falling under proprietary concern.

b) Relevant provision of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, asamended ("ICDR Regulations");

c) The terms of reference to our engagement with the Company requesting us to examine financials statement referred to above and proposed to be included in the Draft Prospectus and/or Prospectus being issued by the Company for IPO of equity shares in SME Platform; and

d) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of CharteredAccountants of India ("ICAI"), as amended from time to time (the "Guidance Note").

2. The Company’s Board of Directors is responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the Draft Prospectus and/or Prospectusto be filed with, Securities and Exchange Board of India, relevant stock exchange and Registrar of Companies, Maharashtra in connection with the proposed SME IPO. The Restated Financial Information has been prepared by the management of the Company on the basis of preparation stated in Note 1.2 "Basis of Preparation to the Restated Financial Information". The Board of Directors of the Company are responsible for designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Information. The Board of Directors is also responsible for identifying and ensuring that the Company complies with the Companies Act, (ICDR) Regulations and the Guidance Note.

3. We have examined such Restated Financial Information taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated December 01, 2023 in connection with the proposed IPO of the Company;

b) The Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the ICAI.The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by theICAI;

c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidencesupporting the Restated Financial Statements; and

d) The requirements of Section 26 of the Act and the ICDR Regulations.

Our work was performed solely to assistyou in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and theGuidance Note in connection with the IPO.

4. These Restated Financial Statements have been compiled by the management from the Audited Financial Statements of the Company for the year ended on March 31, 2024, March 31, 2023 and March 31, 2022, which has been approved by the Board of Directors, as applicable. The financial statements of the Company for the year ended March 31, 2022 has been audited by M/s. G. V. Radia.

5. We, M/s Kumbhat & Co. Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India ("ICAI") and hold the peer review certificate No. 015876 having effective date from October 1, 2023 to September 30, 2026.

6. For the purpose of our examination, we have relied on: a) Auditors reports issued by the mentioned auditors for the year ended March 31, 2022.

7. Financial Information as per Audited Financial Statements

I. We have examined: a) The attached Restated Statement of Assets and Liabilities of the company, as at financial year ended on March 31, 2024, March 31, 2023 andMarch 31, 2022.

b) The attached Restated Statement of Profits & Losses of the Company for the financial year ended on March 31, 2024, March 31, 2023 and March 31, 2022.

c) The attached Restated Statement of Cashflows of the Company for financial year ended on March 31, 2024, March 31, 2023 and March 31, 2022.

d) The Significant Accounting Policies adopted by the Company and notes to the Restated Financial Statements along with adjustments on account of audit qualifications / adjustments / regroupings.

(Collectively hereinafter referred as "Restated Financial Statements" or "Restated Summary Statements")

II. In accordance with the requirements of Act, SEBI ICDR Regulations, Guidance Note on the reports in Company Prospectus (Revised) issued by ICAI and the terms of our Engagement Letter, we further report that:

a) The "Restated Statement of Assets and Liabilities" as set out in Annexure to this report, of the Company as financial year ended on March 31, 2024, March 31, 2023 andMarch 31, 2022 are prepared by the Company and approved by the Board of Directors. This 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 and Notes to the Restated Summary Statements as set out in Annexure to this Report.

b) The "Restated Statement of Profit and Loss" as set out in Annexure to this report, of the Company for financial year ended on March 31, 2024, March 31, 2023 and March 31, 2022 are prepared by the Company and approved by the Board of Directors. This 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 and Notes to the Restated Summary Statements as set out in Annexure to this Report.

c) The "Restated Statement of Cash Flow" as set out in Annexure to this report, of the Company for financial year ended on March 31, 2024, March 31, 2023 and March 31, 2022 are prepared by the Company and approved by the Board of Directors. This 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 and Notes to Restated Summary Statements as set out in Annexure to this Report.

d) Based on the above and also as per the reliance placed by us on the audited financial statements of the company and auditor’s report thereon which have been prepared by us for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 by M/s. G. V. Radia. We are of the opinion that "Restated Financial Statements" or "Restated Summary Statements" have been made after incorporating:

i. Adjustments for any material amounts in the respective financial years have been made to which they relate; and

ii. There are no Extra-ordinary items which need to be disclosed separately in the Restated Summary Statements;

iii. in accordance with the Act, ICDR Regulations and the Guidance Note.

iv. Adjustments for the changes in accounting policies and regrouping/reclassifications retrospectively, ifany in the financial years March 31, 2024, March 31, 2023 and March 31, 2022 to reflect the same accounting treatment as per the accountingpolicies and grouping/classifications

v. There are no revaluation reserves, which need to be disclosed separately in the "Restated Financial Statements".

vi. There are no statutory audit qualifications, on the audited financial statements of the Company as atMarch 31, 2024, March 31, 2023and March 31, 2022 which requires any adjustments to the Restated Summary Statements

i. We have also examined the following financial information as set out in annexure prepare by the management and as approved by the Board of Directors of the Company for the year ended on March 31, 2024, March 31, 2023and March 31, 2022.

Sr. No.	Particulars	Annexures
1	Corporate information as appearing in	1
2	Summary of significant accounting policies as appearing in	1
3	Restated Statement of Share Capital	2
4	Restated Statement of Reserves and Surplus	3
5	Restated Statement of Long Term Borrowings	4
6	Restated Statement of Deferred Tax Asset/Liabilities	5
7	Restated Statement of Long Term Provision	6
8	Restated Statement of Short Term Borrowings	7
9	Restated Statement of Trade Payables	8
10	Restated Statement of Other Current Liabilities	9
11	Restated Statement of Short term provisions	10
12	Restated Statement of Property, Plants and Equipment	11
13	Restated Statement of Non current Investment	12
14	Restated Statement of Inventories	13
15	Restated Statement of Trade Receivables	14
16	Restated Statement of Cash and Cash Equivalents	15
17	Restated Statement of Short term loans and advances	16
18	Restated Statement of Other Current Assets	17
19	Restated Statement of Revenue from Operations	18
20	Restated Statement of Other Income	19
21	Restated Statement of Cost of Material Consumed	20
22	Restated Statement of Increase/(Decrease) in Stock	21
23	Restated Statement of Employee Benefit Expenses	22
24	Restated Statement of Finance Cost	23
25	Restated Statement of Depreciation and Amortisation Cost	11
26	Restated Statement of Other Expenses	24
27	Restated Statement of Earnings Per Share	25
28	Restated Statement of Related Party Transaction	26
29	Restated Statement of Earning in Foreign Currency (Fob Value)	27
30	Restated Statement of Expenditure in Foreign Currency	28
31	Restated Statement of Contingent Liabilities	29
32	Material Adjustments And Regroupings To Restated Summary Statements	30
33	Restated Statement of Accounting Ratios	31
34	Restated Statement of Tax Shelters	32
35	Restated Statement of Disclosures of Accounting ratios and reason for variance	33
36	Restated Capitalisation Statement	34

ii. The Restated Financial Information contains all the disclosures required by the SEBI ICDR regulations and disclosures as required by Accounting Standards notified under section 133 of Companies Act, 2013.

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

iv. In our opinion, the above financial information contained in Annexure 1 to 34 of this report read along with the Restated Statement of Significant Accounting Polices and Notes are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with paragraph B, Part II of Schedule II of the Act, the SEBI ICDR Regulations, The Revised Guidance Note on Reports in Company Prospectus and Guidance Note on Audit Reports/Certificates on Financial Information in Offer Documents issued by the Institute of Chartered Accountants of India ("ICAI") to the extent applicable, as amended from time to time, and in terms of our engagement as agreed with you. We did not perform audit tests for the purpose of expressing an opinion on individual balances of account or summaries of selected transactions, and accordingly, we express no such opinion thereon.

v. Consequently, the financial information has been prepared after making such regroupings and adjustments as were, in our opinion, considered appropriate to comply with the same. As result of these regroupings and adjustments, the amount reported in the financial information may not necessarily be same as those appearing in the respective audited financial statements for the relevant years.

8. The Restated Financial Statement do not reflect the effects of events that occurred subsequent to the respectivedates of the reports on the audited financial statements mentioned in paragraph 4 above.

9. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

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

11. Our report is intended solely for use of the Board of Directors for inclusion in the Draft Prospectus and/or

Prospectus to be filedwith Securities and Exchange Board of India, relevant stock exchange and Registrar of Companies, Maharashtrain connection withthe proposed IPO. Our report should not be used, referred to, or distributed for any other purpose except with our priorconsent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to anyother person to whom this report is shown or into whose hands it may come without our prior consent in writing.

	For KUMBHAT & CO LLP
	Chartered Accountants
	Firm Regn. No. S000162/001609S
	Sd/-
	Gaurang C. Unadkat
	Partner
Place: Mumbai	Mem.No. 131708
Dated: September 27th, 2024	UDIN: 24131708BKBIFS8085