Auditor Report of Vasa Retail and Overseas Ltd.

Mar 31, 2024

We have audited the accompanying standalone financial results (the "Statement") of Vasa
Retail and Overseas Limited (''the Company'') which comprise the balance sheet as at March
31, 2024, and statement of Profit and loss, and Statement of Cash flows for the year then ended,
and notes to the financial statement including summary of significant 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, except for the possible effects of the matters described in the Basis for Qualified Opinion
section of our report, these annual standalone annual financial results:-

(a) are presented in accordance with the7 requirements of Regulation 33 of the Listing
Regulations in this regard; and

(b) give a true and fair view in conformity with the recognition and measurement principles
laid down in the applicable Accounting Standards, and other accounting principles
generally accepted in India, of the net loss and other financial information for the year
ended 31 March 2024.

Basis for Qualified Opinion

We draw attention to Note 35 of the Statement, regarding the expiry of license agreement
between Oxford Limited ("Oxford") and the Company ("Vasa") during the year due to
permanent discontinuance of business operations and activities by Oxford due to Covid-19
impact. Due to expiry of the agreement and as a contractual obligation, company has to either
return the goods to Oxford or dispose the stock as the contractual terms. Since the company
has not performed any of the disposal activity, we are unable to comment on the recovery and
realisability of the reported stock.

Further, pending impairment review by the Company of all the assets and liabilities as at
March 31, 2024, no provision in the books of account has been made by the Company. In the
at impairment by the Company & pending confirmation, we are unable to comment on the
Recoverable / payable amount with regards to said terms and consequential impact, if any, on
the Statement.

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified
under Section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those

SAs are further described in the Auditor''s Responsibilities for the Audit of the Standalone Annual
Financial Results 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 financial statements under
the provisions of the Act, and the Rules there under, 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 annual financial results.

Key Audit Matters

Key Audit Matters (''KAM'') are those matters that, in our professional judgment, were of most
significance in our audit of the standalone financial statements for the financial year ended
March 31, 2024. 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. For each matter below, our description of how our audit
addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be
communicated in our report. We have fulfilled the responsibilities described in the Auditor''s
responsibilities for the audit of the standalone financial statements section of our report,
including in relation to these matters. Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the risks of material misstatement of the
AS financial statements. The results of audit procedures performed by us, including those
procedures performed to address the matters below, provide the basis for our audit opinion
on the accompanying standalone financial statements.

Key Audit Matters	How our audit addressed the key audit matter
1. Revenue Recognition
• Revenue is measured net of discounts, rebates and incentives earned by customers on the Company''s sales. • Revenue is recognized when the control of the underlying products has been transferred to the customer. There is a risk of revenue being overstated due to fraud resulting from the pressure on management to achieve performance targets at the reporting period end.	Our audit procedures included: • Assessing the appropriateness of the revenue recognition accounting policies, including those relating to exports, discounts, rebates and incentives by comparing with applicable accounting standards. • Performing substantive testing (including year- end cutoff testing) by selecting samples of revenue transactions recorded during the year by verifying the

• Revenue in respect of export sales may not be correctly reflected in the financials on account of different foreign exchange rates.	underlying documents, which included sales invoices/contracts and shipping documents. • Assessing the accuracy and consistency in respect of foreign exchange rates derived for recording export sales. • Considered the adequacy of the Company''s disclosures in respect of revenue.
2. Inventory Valuation
• Inventories are held at the lower of cost and net realizable value (NRV). • Due to high volume and nature of products, the company is dealing with and the absence of adequate records, valuation of inventory may be misstated. • Also, NRV is being based on the assumptions / judgment of the management. Inappropriate assumptions of NRV can impact the assessment of the carrying value of inventories.	Our audit procedures included: • Assessing the appropriateness of the inventory valuation method followed by the management and by comparing with applicable accounting standards. • Performing substantive testing (including year - end cutoff testing) by selecting samples of inward and outward movement of inventory during the year by verifying the underlying documents, which included sales invoices/purchase invoice and bill of entry. • Evaluating the design and implementation of the Company''s internal controls over the Net Realizable Value (NRV) assessment.
3. Recoverability of Indirect Tax Receivables
• As at March 31, 2024, other current assets in respect of balance with revenue authorities include GST Refund (incl. TRAN 1 Balance) and MVAT Refund amounting to INR 36.83 Lakhs which are pending adjudication.	• We have involved our internal experts to review the nature of the amounts recoverable, the sustainability and the likelihood of recoverability upon final resolution.
4. Litigations &Claims
	Our procedures included:

• The Company operates in complex regulatory environment, exposing it to a variety of different central and state laws, regulations and interpretations thereof. In this regulatory environment, there is an inherent risk of litigations and claims. • Consequently, provisions and contingent liability disclosures may arise from direct and indirect tax proceedings, legal proceedings, including regulatory and other government/department proceedings, as well as investigations by authorities and commercial claims. • Management applies significant judgment in estimating the likelihood of the future outcome in each case when considering whether, and how much, to provide or in determining the required disclosure for the potential exposure of each matter. • These estimates could change substantially over time as new facts emerge as each legal case progress. • Given the inherent complexity and magnitude of potential exposures across the Company and the judgment necessary to estimate the amount of provisions required or to determine required disclosures, this is a key audit matter.

• Reviewing the outstanding litigations against the Company for consistency with the previous years. Enquire and obtain explanations for movement during the year. • Discussing the status of significantly known actual and potential litigations with the senior management personnel who have knowledge of these matters and assessing their responses. • Reading the latest correspondence between the Company and the various tax/legal authorities and review of correspondence with / legal opinions obtained by the management, from external legal advisors, where applicable, for significant matters and considering the same in evaluating the appropriateness of the Company''s provisions or disclosures on such matters. • Examining the Company''s legal expenses and reading the minutes of the board meetings, in order to ensure that all cases have been identified. • With respect to tax matters, involving our tax specialists, and discussing with the Company''s tax officers, their views and strategies on significant cases, as well as the related technical grounds relating to their conclusions based on applicable tax laws. • Assessing the decisions and rationale for provisions held or for decisions not to record provisions or make disclosures. • For those matters where management concluded that no provisions should be recorded, considered the adequacy and completeness of the Company''s disclosures.

We have determined that there are no other key audit matters to communicate in our report.

Material Uncertainty Relating to Going Concern & Subsequent Events

We draw attention to Note 4 & 5 of the Statement in view of potential impact of Covid-19
pandemic and nationwide lockdown on business, the outcome of which cannot be presently
ascertained and other matters mentioned above. The Company continues to incur losses and
its current liabilities exceed current assets, its manufacturing operations haven temporarily

suspended and there is considerable decline in the level of operations. Further, the Company
has defaulted in repayment of its borrowings and payment of statutory dues during the
financial year 2023-24 and the lenders have turned the account as Non-performing Assets
("NPA")

These events raise significant doubt on the ability of the Company to continue as a "Going
Concern". These events or conditions, along with other matters indicate that a material
uncertainty exists that may cast significant doubt on the Company''s ability to continue as a
going concern.

Our opinion is not modified in respect of the above matter.

Information Other than the Standalone Financial Statements and Auditor''s Report
Thereon:

The Company''s Board of Directors is responsible for the preparation of other information. The
other information comprises the information included in the Annual Report, but does not
include the 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
in 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.

Managements and Board of Directors’ Responsibilities for the Standalone Annual
Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 ("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 and
cash flows of the Company in accordance with the accounting principles generally accepted
in India, including the Accounting Standards (AS) prescribed under section 133 of the Act,
read with Companies (Accounts) Rules, 2014, 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 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.

Board of Directors is also responsible for overseeing the Company''s financial reporting
process.

Auditor’s Responsibilities for audit of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the standalone annual
financial results 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
annual 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 annual financial
results, 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 through a separate report on the
complete set of financial statements 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 in the standalone financial results 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 and, based on the audit evidence obtained, whether a
material uncertainty exists related to events or conditions that may cast significant doubt
on the appropriateness of this assumption. 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 annual financial results 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 reports:

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 annual
financial results, including the disclosures, and whether the standalone annual financial
results represent the underlying transactions and events in a manner that achieves fair
presentation.

• Obtain sufficient appropriate audit evidence regarding the Standalone Financial Results
of the Company to express an opinion on the Standalone Financial Results.

Materiality is the magnitude of misstatements in the Standalone Financial Results that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the Standalone Financial Results 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 Results.

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
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 sub-section 11 of section 143 of the Act, and on the
basis of such checks of the books and records of the Company as we considered appropriate
and according to the information and explanations given to us, 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. 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 and the Cash Flow Statement 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 Accounting
Standards specified under Section 133 of the Act, read with Companies (Accounts) Rules,
2014, as amended;

e) On the basis of the written representations received from the directors as on March 31, 2024
taken on record by the Board of Directors, none of the directors is disqualified as on March
31, 2024 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to these
financial statements and the operating effectiveness of such controls, refer to our separate
Report in "Annexure B". Our report expresses a qualified opinion on the adequacy and
operating effectiveness of the Company''s internal financial controls over financial reporting;

g) No managerial remuneration was paid during the FY 2023-24. In our opinion, the
managerial remuneration for the year ended March 31, 2024 has been paid / provided by the
Company to its directors in accordance with the provisions of section 197 read with Schedule
V to the Act;

h) 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, 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 as at 31 March 2024 on its
financial position in its standalone financial statements.

ii. The Company does not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses;

iii. There were no amounts which were required to be to the Investor Education and Protection
Fund by the Company during the year ended March 31, 2024;

iv. (a) The management has represented that, to the best of its knowledge and belief, 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 persons or entities,
including foreign entities ("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
have been received by the Company from any persons or entities, including foreign entities
("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; and

(c) Based on such audit procedures performed 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 (a) and (b) contain any material misstatement.

v. The Company has neither declared nor paid any dividend during the year.

Other Matters

The standalone annual financial results include the results for the half year ended 31^st March,
2024 being the balancing figure between the audited figures in respect of full financial year
and the published unaudited year to date figures up to the half year of the current financial
year which were subject to limited review by us.

For Amit Ray & Company

Chartered Accountants

ICAI Firm Registration No. 000483C

CA Nag Bhushan Rao
Partner

Membership No. 073144
UDIN:24073144BKBJNZ9320

Place: Mumbai
Date: 30.05.2024