RECOGNITION AND MEASUREMENT OF MINIMUM ALTERNATE TAX (MAT)

See Note 3(m)(iii) and 36 to standalone financial statements

We have audited the standalone financial statements of
Vaibhav Global Limited (the “Company”)and its Vaibhav Global
Employee Stock Option Welfare Trust ("ESOP Trust") which
comprise the standalone balance sheet as at 31 March 2025,
and the standalone statement of profit and loss (including
other comprehensive income), standalone statement of
changes in equity and standalone statement of cash flows
for the year then ended, and notes to the standalone financial
statements, including 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, and based on
the consideration of report of the other auditor on separate
financial statements of such ESOP Trust as was audited by the
other auditor, the aforesaid standalone 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 accounting principles generally accepted
in India, of the state of affairs of the Company as at 31 March
2025, and its profit and other comprehensive loss, changes
in equity and its cash flows for the year ended on that date.

VALUATION OF GEMSTONE INVENTORIES

See Note 3(f) and 13 to standalone financial statements

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 SAs are further described in
the Auditor's 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 obtained by us along with the consideration
of report of the other auditor referred to in the “Other Matter”
section below, is sufficient and appropriate to provide a basis
for our opinion on the standalone financial statements.

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.

OTHER INFORMATION

The Company's Management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the Company's annual
report, but does not include the financial statements and
auditor's report thereon. The Company's annual report is
expected to be made available to us after the date of this
auditor's report.

Our opinion on the standalone financial statements does not
cover the other information and we will 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
identified above when it becomes available and, in doing
so, consider whether the other information is materially

inconsistent with the standalone financial statements or our
knowledge obtained in the audit, or otherwise appears to be
materially misstated.

When we read the annual report, if we conclude that there
is a material misstatement therein, we are required to
communicate the matter to those charged with governance
and take necessary actions, as applicable under the relevant
laws and regulations.

MANAGEMENT’S AND BOARD OF DIRECTORS’/
BOARD OF TRUSTEES’ RESPONSIBILITIES FOR THE
STANDALONE FINANCIAL STATEMENTS

The Company's Management and Board of Directors are
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 state of affairs,
profit/ loss and other comprehensive income, changes
in equity and cash flows of the Company in accordance
with the accounting principles generally accepted in
India, including the Indian Accounting Standards (Ind AS)
specified under Section 133 of the Act. The Management
and Board of Directors of the Company/Board of Trustees
of the employee welfare trusts (“Trust”) are responsible for
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets of
Company/Trust 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
Management and Board of Directors/Board of Trustees
are responsible for assessing the ability of the Company/
ESOP trust 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/Board of Trustees either intends to liquidate the
Company/ ESOP trust or to cease operations, or has no
realistic alternative but to do so.

The Board of Directors/Board of Trustees are responsible
for overseeing the financial reporting process of
Company/ ESOP trust.

AUDITOR’S 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 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 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 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 the Management and
Board of Directors.

• Conclude on the appropriateness of the Management
and Board of Directors use of the going concern basis
of accounting in preparation of standalone financial
statements 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.

• Obtain sufficient appropriate audit evidence regarding
the financial statements of ESOP trust of the Company

to express an opinion on the standalone financial
statements. For the ESOP trust included in the standalone
financial statements, which has been audited by other
auditor, such other auditor remain responsible for the
direction, supervision and performance of the audit
carried out by them. We remain solely responsible for
our audit opinion. Our responsibilities in this regard are
further described in the section titled “Other Matter” in
this audit report.

We communicate with those charged with governance of
the Company 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.

OTHER MATTER

We did not audit the financial statements of an ESOP trust
included in the standalone financial statements of the
Company whose financial statements reflect total assets
(before consolidation adjustments) of ' 578.94 lacs as at 31
March 2025, total revenue (before consolidation adjustments)
of ' Nil and net cash flows (before consolidation adjustments)
amounting to ' 45.50 lacs for the year ended on that date,
as considered in the standalone financial statements. The
financial statements of this ESOP trust has been audited by
the other auditor whose report has been furnished to us,
and our opinion in so far as it relates to the amounts and
disclosures included in respect of ESOP trust, is based solely
on the report of such other auditor.

Our opinion is not modified in respect of this matter.

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 Section 143(11) of the Act, we give in
the “Annexure A” a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

2 A. As required by Section 143(3) of the Act, based on
our audit, we report, to the extent applicable, 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 except for the matters stated
in the paragraph 2B(f) below on reporting
under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014.

c. The standalone balance sheet, the standalone
statement of profit and loss (including other
comprehensive income), the standalone
statement of changes in equity and the
standalone statement of cash flows 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 Ind AS specified
under Section 133 of the Act.

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

f. the qualification relating to the maintenance
of accounts and other matters connected
therewith are as stated in the paragraph 2A(b)
above on reporting under Section 143(3)(b) of
the Act and paragraph 2B(f) below on reporting
under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014.

g. With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company and the operating
effectiveness of such controls, refer to our
separate Report in “Annexure B”.

B. 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:

a. The Company has disclosed the impact of
pending litigations as at 31 March 2025 on its
financial position in its standalone financial

statements - Refer Note 41 to the standalone
financial statements.

b. The Company did not have any long-term
contracts including derivative contracts for which
there were any material foreseeable losses.

c. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company.

d (i) The management of the Company
represented to us that, to the best of its
knowledge and belief, as disclosed in
the Note 45(v) 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(s) or entity(ies), 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.

(ii) The management of the Company
represented to us that, to the best of its
knowledge and belief, as disclosed in the
Note 45(vi) to the standalone financial
statements, 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 directly or indirectly,
lend or invest in other persons or entities
identified in any manner whatsoever by or
on behalf of the Funding Parties (“Ultimate
Beneficiaries”) or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries.

(iii) 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 (i) and (ii) above, contain any
material misstatement.

e. The final dividend paid by the Company during
the year, which was declared in the previous year,

is in accordance with the Section 123 of the Act
to the extent it applies to payment of dividend.

The interim dividend declared and paid by the
Company during the year and until the date of
this audit report is in compliance with Section
123 of the Act.

As stated in Note 20(C) to the standalone
financial statements, the Board of Directors
of the Company has proposed final dividend
for the year which is subject to the approval of
the members at the ensuing Annual General
Meeting. The dividend declared is in accordance
with Section 123 of the Act to the extent it
applies to declaration of dividend.

f. Based on our examination which included test
checks, the Company has used accounting
softwares for maintaining its books of account
which have a feature of recording audit trail
(edit log) facility.

• The feature of recording audit trail (edit
log) facility for accounting software related
to financial reporting has not operated
throughout the year as it was enabled by the
Company on 16 October 2024. In addition, in
the absence of third-party service provider
report, we are unable to comment on the
feature of audit trail at the database layer for
the said software being maintained by third
party service provider. For the period where
audit trail (edit log) facility was enabled and
operated, we are unable to comment on the
audit trail feature being tampered with due
to certain inherent system functionality.

• The feature of recording audit trail (edit log)
facility for a software relating to gemstone
manufacturing has not operated throughout
the year as it was enabled by the Company
on 18 December 2024. In addition, the
feature of audit trail at the database layer
for the said software is not enabled. For
the period where audit trail (edit log) facility
was enabled and operated we did not come
across any instance of the audit trail feature
being tampered with.

• The Company has used accounting software
for maintaining payroll records till 31 October
2024, jewelry manufacturing records till
05 January 2025 and attendance records,
however the feature of recording audit trail
(edit log) facility has not been enabled.
Consequently, we are unable to comment
on audit trail feature of the said software.

Additionally, we are unable to comment upon
retention of audit logs as per the statutory
requirements as the audit trail was not enabled
during the prior year for all accounting softwares.

C. With respect to the matter to be included in the
Auditor's Report under Section 197(16) of the Act:

I n our opinion and according to the information and
explanations given to us, the remuneration paid/
payable by the Company to its directors during the
current year is in accordance with the provisions
of Section 197 of the Act. The remuneration paid/
payable to any director by the Company is not in
excess of the limit laid down under Section 197 of
the Act. The Ministry of Corporate Affairs has not
prescribed other details under Section 197(16) of the
Act which are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants
Firm's Registration No.:101248W/W-100022

Gaurav Mahajan

Partner

Place: Jaipur, Rajasthan Membership No.: 507857

Date: 21 May 2025 ICAI UDIN:25507857BMOAKM6218