Victoria Enterprises Ltd Auditor Reports

T o the Members of Victoria Enterprises Limited

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the accompanying standalone financial statements of Victoria Enterprises 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 standalone financial statements, including material accounting policy information 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, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, 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, and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, its profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

As disclosed in Note 14 to the standalone financial statements, the Company has outstanding 5% Non-Cumulative Redeemable Preference Shares having a carrying amount of Rs. 1,000.00 lakh and the redemption amount is due. Management is in the process of negotiating with the investor(s) to restructure / extend the redemption terms; however, the accompanying standalone financial statements classify this obligation as a non-current financial liability. In the absence of an arrangement in force as at March 31, 2026 that gives the Company the right to defer settlement for at least twelve months after the reporting date, the liability is required to be classified as current in accordance with Ind AS 1, Presentation of Financial Statements. Consequently, non-current financial liabilities are overstated and current financial liabilities are understated by Rs. 1,000.00 lakh as at March 31, 2026. The matter does not affect total liabilities, total equity or the profit for the year.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of the Standalone 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 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 qualified opinion.

Emphasis of Matter - Retrospective Restatement of Comparative Information

We draw attention to Note 68 to the standalone financial statements, which describes the retrospective restatement of the comparative financial information for the year ended March 31, 2025 on account of expenses aggregating to Rs. 967.36 lakh relating to FY 2024-25 that had not been recognised in that period. As disclosed in the said note, the comparative profit before tax has been restated from approximately Rs. 1,596.45 lakh to Rs. 629.09 lakh and profit after tax from approximately Rs. 1,204.43 lakh to Rs. 237.08 lakh. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Basis for Qualified Opinion section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter	How the matter was addressed in our audit
Valuation of real estate inventories and assessment of net realisable value	Our audit procedures, among others, included:
As at March 31, 2026, inventories amount to Rs. 7,047.72 lakh and constitute a substantial portion of the Companys total assets. The inventories primarily comprise work-in- progress and finished units relating to real estate projects. As explained in Notes 58 and 59, determination of net realisable value involves significant management judgement regarding estimated selling prices, costs to complete, project timelines and future market conditions.	(i) understanding and evaluating the design and implementation of relevant controls over project costing and inventory valuation;
Accordingly, valuation of inventories was considered a key audit matter.	(ii) testing, on a sample basis, costs capitalised to projects with underlying supporting documents;
	(iii) evaluating managements methodology and assumptions used in assessing net realisable value, including estimated selling prices and costs to complete;
	(iv) comparing relevant assumptions with available sales data, project budgets and other corroborative evidence; and
	(v) assessing the adequacy of the related disclosures in the standalone financial statements.
Revenue recognition from real estate projects	Our audit procedures, among others, included:
The Company recognised revenue from operations of Rs. 5,364.70 lakh for the year ended March 31, 2026. As described in Note 64, revenue from sale of real estate units is	i) evaluating the Companys accounting policy for revenue recognition for compliance with Ind AS 115;
recognised at a point in time upon transfer of control in accordance with Ind AS 115. Determination of the point at which control transfers requires evaluation of contractual terms and completion / handover documentation and is susceptible to cut-off risk. Accordingly, revenue recognition was considered a key audit matter.	(ii) understanding and testing relevant controls over recording of sales and transfer of control;
	(iii) testing a sample of revenue transactions with agreements, registration / possession / handover documentation and other evidence of transfer of control;
	(iv) performing cut-off procedures around the year end;
	(v) reconciling selected customer receipts and receivable balances; and
	(vi) evaluating the adequacy of disclosures relating to revenue recognition.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Companys Annual Report, including the Boards Report and its annexures and other statutory reports, but does not include the standalone financial statements and our auditors 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 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, subject to the matters described elsewhere in this report.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Companys 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 including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, 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 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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 standalone 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 control 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 with reference to standalone financial statements 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 managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 audit evidence obtained up to the date of our auditors 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 a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in planning the scope of our audit work, evaluating the results of our work and evaluating the standalone financial statements as a whole.

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 communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

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 auditors 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 (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of Section 143(11) 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.

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 Company does not have any branch whose accounts are audited by a person other than the Companys auditor; accordingly, reporting under Section 143(3)(c) of the Act is not applicable.

(d) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

(e) Except for the effects of the matter described in the Basis for Qualified Opinion section of our report, in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

(f) Except for the matter described in the Basis for Qualified Opinion section of our report, we have no observations or comments on financial transactions or matters which have any adverse effect on the functioning of the Company within the meaning of Section 143(3)(f) of the Act.

(g) On the basis of the written representations received from the directors as on March 31, 2026 and 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.

(h) The qualification relating to the standalone financial statements is as stated in the Basis for Qualified Opinion section of our report. We have no other qualification, reservation or adverse remark relating to maintenance of accounts and other matters connected therewith.

(i) With respect to the adequacy of the internal financial controls with reference to standalone financial statements 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 Companys internal financial controls with reference to standalone financial statements.

3. With respect to the matter to be included in the Auditors Report under Section 197(16) of the Act, in our opinion and according to the information and explanations given to us, the remuneration paid / provided by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act and is not in excess of the limit laid down under the said section, subject to final verification of the applicable approvals and Schedule V, where relevant.

4. With respect to the other matters to be included in the Auditors 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 has disclosed the impact of pending litigations, if any, on its financial position in its standalone financial statements - refer Note 33.

(ii) The Company did not have any material foreseeable losses on long-term contracts including derivative contracts.

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

(iv) (a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the standalone financial statements, 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 or entity, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, 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.

(iv)(b) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the standalone financial statements, no funds have been received by the Company from any person or entity, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, 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.

(iv)(c) Based on the audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clauses (iv)(a) and (iv)(b) contain any material misstatement.

(v) The Company has not declared or paid any dividend during the year; accordingly, reporting on compliance with Section 123 of the Act in respect of dividend is not applicable.

(vi) Based on our examination, which included test checks, the Company has used accounting software systems for maintaining its books of account for the financial year ended March 31, 2026 which have 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 systems. 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.

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 1 under the Report on Other Legal and Regulatory Requirements section of our report to the Members of Victoria Enterprises Limited of even date on the standalone financial statements for the year ended March 31, 2026.

In terms of the information and explanations sought by us and given by the Company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:

(i)(a)(A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

(i)(a)(B) The Company does not have any intangible assets; accordingly, reporting under clause 3(i)(a)(B) of the Order is not applicable.

(i)(b) The Property, Plant and Equipment have been physically verified by the management at reasonable intervals having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(i)(c) According to the information and explanations given to us and the records examined by us, the title deed of the following immovable property disclosed in Note 40 to the standalone financial statements is not held in the name of the Company:

Description of property	Gross carrying value (Rs. lakh)	Held in the name of	Whether promoter/director/relative/e mployee	Period held
Building premises	427.38	Krishna Kumar Pittie	Director	Since 26 July 2025

(i)(d) The Company has not revalued its Property, Plant and Equipment (including Right-of- Use assets) or intangible assets during the year.

(i) (e) According to the information and explanations given to us, no proceedings have been initiated or are pending against the Company as at March 31, 2026 for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(ii) (a) The inventories have been physically verified by the management at reasonable intervals. In our opinion and according to the information and explanations given to us, the coverage and procedure of such verification are appropriate having regard to the size of the Company and the nature of its operations, and no discrepancies of 10% or more in the aggregate for each class of inventory were noticed as compared with the books of account.

(ii) (b) According to the information and explanations given to us, the Company has not been sanctioned working capital limits in excess of Rs. 5 crore, in aggregate, at any point of time during the year from banks or financial institutions on the basis of security of current assets. Accordingly, reporting under clause 3(ii)(b) of the Order is not applicable.

(iii) (a) During the year, the Company has granted loans / advances in the nature of loans to parties other than subsidiaries, joint ventures and associates. The balance outstanding as at March 31, 2026 in respect of such loans / advances is Rs. 927.84 lakh.

(iii)(b) In our opinion and according to the information and explanations given to us, the terms and conditions of the grant of loans / advances in the nature of loans are not, prima facie, prejudicial to the interest of the Company. This conclusion should be supported by the final evaluation of commercial terms, interest, approvals and recoverability.

(iii)(c) In respect of loans and advances in the nature of loans, the schedule of repayment of principal and payment of interest, where stipulated, is regular. In respect of amounts repayable on demand or without specified terms, reporting on regularity is based on the contractual / management terms applicable to such balances.

(iii)(d) According to the information and explanations given to us, there is no amount overdue for more than ninety days in respect of the loans / advances in the nature of loans, subject to confirmation from the ageing and recovery working papers.

(iii)(e) According to the information and explanations given to us, no loan or advance in the nature of loan which fell due during the year has been renewed or extended or fresh loans granted to settle overdue amounts of existing loans, subject to verification of the complete loan movement schedule.

(iii) (f) As disclosed in Note 39 to the standalone financial statements, the Company has loans / advances in the nature of loans to related parties that are repayable on demand or without specifying any terms or period of repayment amounting to Rs. 710.70 lakh as at March 31, 2026, representing approximately 76.60% of total loans of Rs. 927.84 lakh.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees and securities, to the extent applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits within the meaning of Sections 73 to 76 or other relevant provisions of the Act and the rules framed thereunder. Accordingly, reporting under clause 3(v) of the Order is not applicable.

(vi) The Central Government has not prescribed maintenance of cost records under Section 148(1) of the Act for the activities carried on by the Company. Accordingly, reporting under clause 3(vi) of the Order is not applicable.

(vii) (a) Subject to the reconciliation matter disclosed in Note 56 to the standalone financial statements, according to the information and explanations given to us and based on our examination of the records, the Company is generally regular in depositing undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues with the appropriate authorities. No undisputed amounts payable in respect of the aforesaid dues were in arrears as at March 31, 2026 for a period of more than six months from the date they became payable, based on the records made available to us.

(vii) (b) According to the information and explanations given to us, there are no statutory dues referred to in clause 3(vii)(a) which have not been deposited on account of any dispute, subject to reconciliation with the statutory returns / submissions referred to in Note 56.

(viii) There were no transactions relating to previously unrecorded income that were surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961. Refer Note 48 to the standalone financial statements.

(ix)(a) Except for the redemption obligation relating to 5% Non-Cumulative Redeemable Preference Shares of Rs. 1,000.00 lakh disclosed in Note 14, whose redemption amount is due and remains outstanding as at March 31, 2026, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender, based on the records examined by us.

Nature of borrowing / obligation	Amount unpaid (Rs. lakh)	Period of default	Remarks
5% Non-Cumulative Redeemable Preference Shares	1,000.00	More than 6 years	Redemption amount is due; management is negotiating restructuring / extension of redemption terms

(ix)(b) The Company has not been declared a wilful defaulter by any bank or financial institution or other lender. Refer Note 42 to the standalone financial statements.

(ix)(c) According to the information and explanations given to us, the Company has not obtained any term loan during the year. Accordingly, reporting on application of term loans under clause 3(ix)(c) is not applicable.

(ix)(d) On an overall examination of the standalone financial statements, funds raised on a short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.

(ix)(e) On an overall examination of the standalone financial statements, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(ix) (f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies. Accordingly, reporting under clause 3(ix)(f) of the Order is not applicable.

(x) (a) The Company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, reporting under clause 3(x)(a) of the Order is not applicable.

(x) (b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partly or optionally convertible). Accordingly, reporting under clause 3(x)(b) of the Order is not applicable.

(xi) (a) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company has been noticed or reported during the year.

(xi)(b) No report under Section 143(12) of the Act has been filed by us in Form ADT-4, as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014, with the Central Government during the year and up to the date of this report.

(xi) (c) According to the information and explanations given to us, no whistle-blower complaints were received by the Company during the year. If any complaint was received, this clause should be updated to record that it was considered by us.

(xii) The Company is not a Nidhi Company. Accordingly, reporting under clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, transactions with related parties are in compliance with Sections 177 and 188 of the Act, where applicable, and the details have been disclosed in the standalone financial statements as required by Ind AS 24, Related Party Disclosures. Refer Note 36.

(xiv)(a) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(xiv) (b) We have considered the internal audit reports of the Company issued till the date of our audit report for the period under audit.

(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors; accordingly, the provisions of Section 192 of the Act are not applicable.

(xvi) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting under clause 3(xvi)(a) of the Order is not applicable.

(xvi)(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities without a valid Certificate of Registration from the Reserve Bank of India. Accordingly, reporting under clause 3(xvi)(b) of the Order is not applicable.

(xvi)(c) The Company is not a Core Investment Company as defined in the regulations made by the Reserve Bank of India. Accordingly, reporting under clause 3(xvi)(c) of the Order is not applicable.

(xvi) (d) According to the information and explanations provided by management, the Group does not have any Core Investment Company.

(xvii) The Company has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors of the Company during the year.

(xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the plans of the Board of Directors and management and based on our examination of the evidence supporting the assumptions, nothing has come to our attention which causes us to believe that any material uncertainty exists as on the date of this audit report indicating that the Company is not capable of meeting its liabilities existing at the balance sheet date as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company and our reporting is based on facts up to the date of this report. The assessment should specifically consider the overdue preference-share redemption referred to in Note 14 and the project / liquidity disclosures in Notes 58 to 60.

(xx) The applicability of Section 135 of the Act for FY 2025-26 is required to be finalised with reference to the net profit computed under Section 198 of the Act for the immediately preceding financial year. The attached standalone financial statements do not provide the Section 198 computation or CSR disclosures necessary to conclude this clause. Accordingly, the reporting under clause 3(xx) of the Order must be completed after verifying the Section 198 computation and, if applicable, the amount required to be spent / transferred under Section 135.

(xxi) Clause 3(xxi) of the Order relates to consolidated financial statements and is not applicable to the audit of these standalone financial statements.

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 2(i) under the Report on Other Legal and Regulatory Requirements section of our report to the Members of Victoria Enterprises Limited of even date on the standalone financial statements for the year ended March 31, 2026.

Report on the Internal Financial Controls with Reference to Standalone Financial Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

We have audited the internal financial controls with reference to standalone financial statements of Victoria Enterprises Limited ("the Company") as of March 31, 2026 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the Guidance Note). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements were established and maintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial statements and their operating effectiveness. Our audit included obtaining an understanding of internal financial controls with reference to standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to standalone financial statements.

Meaning of Internal Financial Controls with Reference to Standalone Financial Statements

A companys internal financial control with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to standalone financial statements includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the Companys assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Standalone Financial Statements

Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to future periods are subject to the risk that such controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such internal financial controls were operating effectively as at March 31, 2026, based on the internal control with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the Institute of Chartered Accountants of India.

For MAHESH CHANDRA AND ASSOCIATES

Chartered Accountants

Firms Registration No. 112334W

Sd/-

Vipul Awaghade

Partner

Membership No.: 174518

Place: Mumbai, Maharashtra

Date: 13 August 2026

UDIN: 26174518GMZIWB1181