We have audited the revised standalone Ind AS financial
statements of Brand Concepts Limited (“the Company”),
which comprise the revised standalone Balance Sheet as at
March 31, 2025, the revised standalone Statement of Profit
& Loss (including Other Comprehensive Income), the revised
Statement of Changes in Equity and the revised Statement
of Cash Flows for the year then ended, and notes to the
revised Standalone Ind AS Financial Statements, including a
summary of material accounting policy information and other
explanatory information.

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid the revised standalone
Ind AS financial statements give the information required by the
Companies Act, 2013 (“the Act”) as amended 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 March 31, 2025, its revised profit
including other comprehensive income, changes in equity and its
cash flows for the year ended on that date.

Basis of Opinion

We conducted our audit of the revised standalone Ind AS financial
statements in accordance with the Standards on Auditing
(SAs), specified under section 143(10) of the Companies Act,
2013. Our responsibilities under those Standards are further
described in the ‘Auditor’s Responsibilities for the Audit of the
revised Standalone Ind AS 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 revised Standalone Ind AS
financial statements under the provisions of the Companies
Act, 2013 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 audit opinion on the revised standalone
Ind AS financial statements.

Emphasis of Matter

We draw attention to Note 56 to the revised standalone Ind AS
financial statements which describes the basis of preparation
and scheme of Merger . As explained in detail therein, these
revised standalone Ind AS financial statements for the year
ended 31 March 2025 have been prepared pursuant to the
Scheme of Merger (the “Scheme”) between Brand Concepts
Limited (“Transferee Company”) and IFF Overseas Private
Limited (“Transferor Company”). The Scheme of Merger was
sanctioned by the Hon'ble National Company Law Tribunal,
Indore Special Bench which was served on the Transferee
Company subsequent to the adoption of the financial
statements for the year ended 31st March, 2025 by its Board.
The Appointed Date as per the approved Scheme is 1st April,
2024. The accounting treatment pursuant to the Scheme has
been given effect to as per Appendix C- Business Combinations
of Entities under Common Control, of Ind AS 103 "Business
Combination" by the Transferee Company and the Transferor
Company, being entities under common control. All assets
and liabilities (including reserves), rights and obligation of the
Transferor Company have been vested with the Transferee
Company with effect from 01 April, 2024 and have been
recorded at respective carrying amount as per the "Pooling of
Interest Method". Further, the financial information in respect
of the previous year 2023-24 has also been restated as if the
business combination had occurred from the beginning of the
preceding period in the financial statements, as required by the
said Appendix-C.

We issued a separate auditors’ report dated 15 May, 2025
on original standalone Ind AS Financial Statements to the
Members of the Company. The Scheme of Merger having
been approved subsequently, the Company has now prepared
revised Standalone Ind AS Financial Statements incorporating
the impact of the merger with effect from 01 April, 2024
and restatement of the preceding financial year 2023-24.
In accordance with the provisions of Standard on Auditing
560 (Revised) ‘Subsequent Events’ issued by The Institute of
Chartered Accountants of India, our audit procedures, in so
far as they relate to the revision to the Standalone Ind AS
Financial Statements, have been carried out solely on this
matter and no additional procedures have been carried out for
any other events occurring after 15 May, 2025 (being the date
of our original audit report on the original standalone Ind AS
financial statements).

Our original audit report dated 15th May 2025 on the original
standalone financial statements is superseded by this revised
report on the revised standalone financial statements.

Our opinion is not modified in respect of above matters.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the revised
standalone Ind AS financial statements for the financial year
ended March 31, 2025. These matters were addressed in the
context of our audit of the revised standalone Ind AS financial
statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters. For
each key audit 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 revised standalone Ind
AS 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 revised
standalone Ind AS financial statements.

The results of our audit procedures, including the procedures
performed to address the matters below, provide the basis for
our audit opinion on the accompanying revised standalone Ind
AS financial statements.

Information Other than the revised Standalone
Ind AS Financial Statements and Auditor’s Report
Thereon

The Company’s management and Board of Directors is
responsible for the other information. The other information
comprises the information included in the Annual Report,
but does not include the revised standalone Ind AS financial
statements and our auditor’s report thereon. Such other
information will be made available to us subsequent to the
issuance of this Audit Report.

Our opinion on the revised standalone Ind AS 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 revised standalone Ind AS
financial statements, our responsibility is to read the other
information when it becomes available and in doing so, consider
whether such other information is materially inconsistent with
the revised standalone Ind AS financial statements or our
knowledge obtained in the audit, or otherwise appears to be
materially misstated.

If, based on the work we have performed, if we conclude that
there is a material misstatement of this other information, we
are required to communicate the matter to those charged with
governance. We have nothing to report in this regard.

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

The Company’s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to
the preparation and presentation of these revised standalone
Ind AS financial statements in terms of the requirements of
the Act that give a true and fair view of the revised financial
position, revised financial performance including revised
other comprehensive income, revised cash flows and revised
statement of changes in equity of the Company in accordance
with the accounting principles generally accepted in India,
including the accounting standards specified under section
133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended. This responsibility
also includes maintenance of adequate accounting records
in accordance with the provisions of Section 143(3)(b) of
Companies Act, 2013 and for safeguarding of 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 revised standalone Ind
AS financial statement that give a true and fair view and are
free from material misstatement, whether due to fraud or
error, which have been used for the purpose of preparation
of the revised standalone Ind AS financial statements by the
Directors of the Company, as aforesaid.

In preparing the revised standalone Ind AS financial
statements, the Board of Directors of the Company 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.

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

Auditor’s Responsibilities for the Audit of the revised
Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about
whether the revised standalone Ind AS 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 revised standalone Ind AS 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 revised standalone Ind AS 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 Companies Act, 2013, we are also responsible
for expressing our opinion on whether the Company has
adequate internal financial controls with reference to
revised standalone Ind AS 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 management’s 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 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 revised Ind AS

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 revised standalone Ind AS financial statements,
including the disclosures, and whether the revised
standalone Ind AS financial statements represent the
underlying transactions and events in a manner that
achieves fair presentation.

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 revised standalone Ind AS
financial statements for the financial year ended March 31,
2025 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

In accordance with the Scheme of Merger referred to in Note
56 to the revised standalone Ind AS financial statements, the
figures for the year ended March 31, 2025 & March 31, 2024
have been revised to include the financial information of the
Transferor Company which reflect total assets of 3,162.46
Lakhs as at March 31, 2025 (3,508.18 lakhs as at March 31,
2024), net assets of 425.05 Lakhs as at March 31st , 2025
(425.04 lakhs as at March 31, 2024), total revenue of 4,096.98
Lakhs for FY-2024-25 (5,586.11 lakhs for FY-2023-24) , total
net (loss)/profit after tax of (-)71.37 (162.68 lakhs for FY 2023-
24)and total comprehensive income of 2.33 Lakhs for FY-2024¬
25 (15.79 lakhs for FY 2023-24) and net cash (outflows)/inflow
of (-) 0.99 lakhs for FY-2024-25 (0.48 lakhs for FY 2023-24).
The financial information of the Transferor Company has been
audited by other auditors, whose reports have been furnished
to us and have been relied upon by us. We have audited the
adjustments, being in the nature of elimination of transactions/
balances between Transferor and transferee company, made
by the management, consequent to the merger of the Transferor
Company with the Transferee Company, to arrive at the revised
figures for the year ended March 31, 2025 & March 31, 2024 .

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2020
(“the Order”), issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Companies
Act, 2013, we give in the ‘Annexure A’ a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the
extent applicable.

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 of the
aforesaid revised standalone Ind AS financial statements.

(b) In our opinion, proper books of account as required by law
relating to preparation of the aforesaid revised standalone
Ind AS financial statements have been kept so far as it
appears from our examination of those books and reports
of the other auditors except for the matters stated in the
paragraph (vi) below on reporting under Rule 11(g).

(c) The revised Balance Sheet, the revised Statement of
Profit & Loss (including Other Comprehensive Income),
the revised Cash Flow Statement and revised Statement
of Changes in Equity dealt with by this Report are
in agreement with the books of account maintained
for the purpose of preparation of the revised Ind AS
financial statements.

(d) In our opinion, the aforesaid revised standalone Ind
AS financial statements comply with the Accounting
Standards specified under Section 133 of the Act,
Companies (Indian Accounting Standards) Rules,
2015, as amended.

(e) On the basis of the written representations received from
the Directors as on March 31, 2025 taken on record by the
Board of Directors, none of the directors is disqualified as
on March 31, 2025 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 revised standalone Ind AS
financial statements and the operating effectiveness of
such controls, refer to our separate Report in “Annexure B”.

(g) With respect to the other matters to be included in the
Auditor’s Report in accordance with the requirements of
Section 197(16) of the Act, as amended, in our opinion
and to the best of our information and explanations
provided to us, the managerial remuneration paid by the
Company to its directors during the year is in accordance
with the provisions of Section 197 read with Schedule V
of the Act related to the managerial remuneration.

(h) 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, 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 on its financial position in its
revised standalone Ind AS financial statements
- Refer Note 46 of the revised standalone Ind AS
financial statements.

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

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, and read
with Note 52(3) to the revised Standalone Ind
AS 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 entity (“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, and read
with Note 52(4) to the revised Standalone
Ind AS Financial Statements, no funds have
been received by the Company from any
person or entity, including foreign entity
(“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;

(c) 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 (a) and (b) above,
contain any material misstatement.

v. (a) No dividend has paid by the Company during

the year. (b) The Board of Directors of the
Company have not proposed any dividend for
the year ended on March 31, 2025.

vi. Based on our examination on test check basis and
according to the information and explanations given
to us, the Company has used accounting software
for maintaining its books of account for the financial
year ended March 31, 2025 which has a feature of
recording audit trail (edit log) facility and the same
has operated throughout the year for all the relevant
transactions recorded in the software except that
in the absence of sufficient information, we are
unable to comment on whether audit trail feature
of the underlying database of the said software
was enabled and operated throughout the year.
Further, during the course of our audit we did not
come across any instance of the audit trail feature
being tampered with. Additionally, the audit trail has
been preserved by the Company as per the statutory
requirements for record retention.

For Fadnis & Gupte LLP

Chartered Accountants
FRN 006600C/ C400324

(CA Bhavika Chandwani)

Partner M.No.: 440574

Place of Signature: Indore
Date: August 01, 2025

UDIN: 25440574BMUIAE6692