1. We have audited the accompanying standalone financial statements of Sanghvi Brands Limited (“the
Company”), which comprise the Balance Sheet as of March 31, 2024, the Statement of Profit and Loss and the
Cash Flow Statement for the year then ended, and notes to the financial statements, and a summary of
significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements, give the information required by the Act, in the manner so required and give a
true and fair view in conformity with the accounting standards prescribed under section 133 of the Act read with
Companies Rules 2014 as amended and other accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2024, and its loss and cash flows for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing 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 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 (“the
ICAI”) together with the ethical requirements that are relevant to our audit of the 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 ICAI’s Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty relating to Going concern

4. We draw attention to Note 31 to the Standalone financial statement which indicates that the
Company has incurred a net loss/net cash loss during the current and previous years. These conditions
along with other matters set forth in Note 31 indicate the existence of a material uncertainty that may cast
significant doubt about the Company’s ability to continue as a going concern. The financial statements of
the Company have however been prepared on a going concern basis based on an evaluation of the above
facts in the light of the representation by the management and various mitigating factors as detailed in
the said note to the financial statements.

Emphasis of Matter

5. We draw attention to following matters in notes to the financial statement

a. Note 32 on management’s assessment of the carrying value of investments in its subsidiary, Sanghvi
Beauty and Salons Private Ltd. According to the management, no provision is presently considered for
diminution in value of the investments and the carrying value of loans and advances granted to the
subsidiary for the reasons stated therein, despite significant accumulated losses, negative net-worth as
of the balance sheet date and its operations having been impacted by the Covid 19 pandemic as in the
view of the management this is a temporary disruption

b. Note 33 on management’s assessment of the carrying value of investments in its subsidiary, Sanghvi
Fitness Private Ltd. According to the management, no provision is presently considered for diminution in
value of the investments and the carrying value of loans and advances granted to the subsidiary for the
reasons stated therein, despite significant accumulated losses, negative net-worth as of the balance
sheet date and its operations having been impacted by the Covid 19 pandemic as in the view of the
management this is a temporary disruption

Key Audit Matters

6. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters. We have determined the matters below to be the key audit matters to be communicated in our
report.

Information Other than the Financial Statements and Auditor’s Report thereon

7. The Company’s Board of Directors is responsible for the other information. The other information comprises
the information included in the Company’ board report but does not include the Financial Statements and our
Auditor’s Report thereon.

8. Our opinion on the financial statements does not cover the other information and we do not express any form
of assurance conclusion thereon.

9. In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial statements
or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

10. 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.

Responsibility of Management for Financial Statements

11. The Company’s Board of Directors is responsible for the matters in section 134(5) of the Act with respect to
the preparation of these 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.

12. This responsibility also includes the maintenance of adequate accounting records in accordance with the
provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial

control, that were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.

13. 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.

14. Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements

15. Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

16. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:

a. Identify and assess the risks of material misstatement of the 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.

b. Obtain an understanding of internal financial 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
system in place and the operating effectiveness of such controls.

c. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.

d. 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 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.

e. Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the Financial Statements represent the underlying transactions and events in a
manner that achieves fair presentation.

17. 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 (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 Financial Statements

18. 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.

19. 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.

Report on other Legal and Regulatory Requirements

20. As required by the Companies (Auditor’s Report) Order,2020, issued by the Central Government of India in
term of sub-section (11) of section 143 of the Act (the “Order”), 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 the paragraphs 3 and 4 of the
Order, to the extent applicable.

21. 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 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 Financial Statements comply with the Accounting Standards specified under
Section 133 of the Act

e) On the basis of 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 Financial Statements of the
Company and the operating effectiveness of such controls, refer to our separate report in Annexure B.

g) In our opinion and to the best of our information and according to the explanations given to us, the
remuneration paid by the Company to its directors during the year is in accordance with the provisions of
section 197 of the Act.

h) With respect to the other matters 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 does not have any pending litigations which would impact its financial position.

ii. The Company did 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 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, 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, 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 person(s) or entity(ies), 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 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-clause

(a) and (b) contain any material misstatement.

v. The Company has not declared and paid any dividend during the year.

vi. Based on our examination which included test checks, Company has used an accounting software for
maintenance of books of accounts which has feature of recording of audit trail (edit log) facility. However,
the same was not enabled throughout the financial year 23-24.

For B. K. Khare and Co.

Chartered Accountants

Firm Registration No.: 105102W

s/d

Amit Mahadik
Partner

Membership No.: 125657
UDIN: 24125657BKESNM7788
Pune, 27^th May 2024