Auditor Report of Brand Concepts Ltd.

Mar 31, 2025

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.

Key Audit Matters	How our audit addressed the Key Audit Matters
A. Revenue Recognition
Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances in view of Ind AS 115 “Revenue from Contracts with Customers”. Revenue recognition involves certain key judgements relating to identification of distinct performance obligations, determination of transaction price of the identified performance obligations, the appropriateness of the basis used to measure revenue recognized at a point of time. Cut-off is the key assertion in so far as revenue recognition is concerned.	We assessed the appropriateness of the revenue recognition accounting policies, including those relating to rebates, loyalty points, returns and discounts. We performed substantive testing by selecting samples of rebates, loyalty points, returns and discounts transactions recorded during the year and comparing the parameters used in the calculation of the rebates, loyalty points, returns and discounts with the relevant source documents to assess whether the methodology adopted in the calculation of the rebates, loyalty points, returns and discounts was in accordance with the terms and conditions approved by the management. Performed analytical procedures for reasonableness of revenues. We tested the design and operating effectiveness of internal controls related to the identification of distinct performance obligations and determination of transaction price by performing enquiries, observations, inspection of supporting documentation, and reperformance of key control activities.
	At year-end, we performed cut-off procedures to ensure revenue was recognised in the appropriate period by examining a sample of sales transactions around the reporting date and tracing them to proof of delivery and related documentation to confirm the timing and accuracy of revenue recognition.
B. Valuation of Inventory
We identified this matter as key audit matter in our audit due to the materiality of the value of inventories, and the numerous SKUs and high volume of movement in the inventory.	Assessment of the design, implementation and operational effectiveness of the relevant controls in place in the inventory management and measurement process. Evaluation of the inventory costing methodology and valuation policy established by management, including compliance with the applicable accounting standard.
	Assessment of the inventory costing methodology and valuation policy maintained and applied in the IT system.
	Assessing the analysis and assessment made by the management with respect to slow moving and non-moving obsolete inventory.
	Verification of the determination of net realizable value on a representative sample basis.

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

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Mar 31, 2024

Brand Concepts Limited, Indore

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Brand Concepts Limited, (“the Company”), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit & 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 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 standalone 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, 2024, its 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 standalone 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 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 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 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 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 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 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 standalone 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 standalone financial statements.

Key Audit Matters		How our audit addressed the Key Audit Matters
A. Revenue Recognition Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances in view of Ind AS 115 “Revenue from Contracts with Customers”		We assessed the appropriateness of the revenue recognition accounting policies, including those relating to rebates and discounts.
		We performed substantive testing by selecting samples of rebate and discount transactions recorded during the year and comparing the parameters used in the calculation of the rebate and discounts with the relevant source documents to assess whether the methodology adopted in the calculation of the rebates and discounts was in accordance with the terms and conditions approved by the management.
		Performed analytical procedures for reasonableness of revenues.

Key Audit Matters		How our audit addressed the Key Audit Matters
B. Valuation of Inventory We identified this matter as key audit matter in our audit due to the materiality of the value of inventories, and the numerous SKUs and high volume of movement in the inventory.		Assessment of the design, implementation and operational effectiveness of the relevant controls in place in the inventory management and measurement process. Evaluation of the inventory costing methodology and valuation policy established by management, including compliance with the applicable accounting standard.
		Assessment of the inventory costing methodology and valuation policy maintained and applied in the IT system.
		Assessing the analysis and assessment made by the management with respect to slow moving and obsolete inventory.
		Verification of the determination of net realizable value on a representative sample basis.

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

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

The Company’s 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 financial statements and our 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 do not express any form of assurance conclusion thereon.

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

When we read the Company’s Annual Report, 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.

Responsibilities of Management and Those Charged with Governance for the Standalone 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 standalone financial statements in terms of the requirements of the Act that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and 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 the Act 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 standalone 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 consolidated financial statements by the Directors of the Company, as aforesaid.

In preparing the standalone financial statements, the respective Board of Directors of the Company are 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 respective Board of Directors of the Company are also responsible for overseeing the financial reporting process of the Company.

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 Companies Act, 2013, 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 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.

• 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.

We communicate with those charged with governance of the company included in the standalone financial statements of which we are the independent auditors 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 for the financial year ended March 31, 2024 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

The comparative financial information of the Company for the year ended March 31, 2023, prepared in accordance with Ind AS, included in these standalone Ind AS financial statements have been audited by the predecessor auditor. The report of the predecessor auditor on the comparative financial information dated May 25, 2023, expressed an unmodified opinion.

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” 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 standalone financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid standalone financial statements have been kept so far as it appears from our examination of those books and reports of the other auditors.

(c) The Balance Sheet, the Statement of Profit & Loss (including Other Comprehensive Income), the Cash Flow Statement and Statement of Changes in Equity 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, Companies (Indian Accounting Standards) Rules, 2015, 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 standalone 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 of the Act.

(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 standalone financial statements - Refer Note 40 of the standalone 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 46(4) 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 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 46(5) to the Standalone 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) The final dividend paid by the Company during

the year in respect of dividend declared with respect to financial year ending on March 31, 2023 is in accordance with Section 123 of the Act to the extent it applies to payment of dividend.

(b) The Board of Directors of the Company have not proposed any dividend for the year ended on March 31, 2024

vi. Based on our examination on test check basis, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024 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. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

For Fadnis & Gupte LLP

Chartered Accountants FRN 006600C/C400324

(CA Vikram Gupte)

Partner M.No.: 074814

Place of Signature: Indore Date: May 28, 2024

UDIN: 24074814BKCSOF6789

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Mar 31, 2023

BRAND CONCEPTS LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of BRAND CONCEPTS LIMITED, (“the Company”), which comprise the Balance Sheet as at 31st March 2023, the Statement of Profit & 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 Ind AS Financial Statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013 as amended (“the 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 March 31,2023, its 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 standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the 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 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 standalone Ind AS 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 Ind AS financial statements for the financial year ended March 31, 2023. These matters were addressed in the context of our audit of the 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 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 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 standalone Ind AS financial statements.

Key Audit Matters	How our audit addressed the Key Audit Matters
Rebates, discounts and schemes	Our procedures included the following Points:
The Company sells its products through various channels like	• Obtained an understanding from the management
modern trade, distributors, retailers, institutions etc., and it	with regard to controls relating to recording of rebates,
entered into different types of agreements with them. Policies	discounts, sales returns and tested the operating
related to rebates, discounts and sales returns are different in	effectiveness of such controls.
case of every entity as per agreement entered into with them individually.	• Tested the approvals in context of rebates, discounts and schemes to source data
The rebates/discounts are linked to sales, which are given to the customers pursuant to schemes offered by the Company. There are large variety and complexity of terms with different customers, and with regard to various products and schemes offered by the Company. Company’s customers offer discounts, schemes and rebates to the end customers from time to time at the behest of the Company as per understanding and approval by the Company.	• Tested credit notes issued to customers and payments / credit made to them during the year and subsequent to the year-end along with the terms of the related schemes.

Key Audit Matters	How our audit addressed the Key Audit Matters
Our audit focused on this area because verification of claims by the customers pursuant to such schemes, rebates and discounts in terms of contracts / agreements or approvals given by the Company have a bearing on correct recognition of revenue.	• Based on the above procedures, we did not identify any significant variation in respect of rebates, discounts and schemes.
The matter has been determined to be a key audit matter in view of the involvement of significant complexity of the transactions.

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

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

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report 2022-23, but does not include the standalone 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 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.

Responsibilities of Management and Those Charged with Governance for the Standalone 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 of these standalone financial statements that give a true and fair view of the financial position, financial performance, (changes in equity) and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act 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 financial statement 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.

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

Our objectives are to obtain reasonable assurance about whether the 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 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 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 Companies Act, 2013, 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 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.

• 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.

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 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.

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 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.

(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 (including Other Comprehensive Income), the Cash Flow Statement and Statement of Changes in Equity 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 Rule 7 of the Companies (Accounts) Rules, 2015.

(e) On the basis of the written representations received from the directors as on 31st March, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2023 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 statement over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

(g) In our opinion, the managerial remuneration for the year ended March 31, 2023 has been paid/ provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(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 does not have any pending litigations which would impact its financial position in its standalone 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 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 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, no funds (which are material either individually or in the aggregate) 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) The interim dividend declared by the company during the year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

(b) As stated in note no. 51 to the stand alone financial statements, the Board of Director of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General meeting. The amount of

the propose dividend is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using software which has a feature of audit trail (edit log) facility is applicable to the Company with effect from April 01, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rule, 2014 is not applicable for the financial year ended March 31,2023.

For MAHESHWARI & GUPTA

Chartered Accountants

FRN- 006179C

CA. SUNIL MAHESHWARI

Partner (M. No. 403346)

Place: INDORE

Date : 25 May, 2023

UDIN : 23403346BGUKFQ1072

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Mar 31, 2018

Report on the Financial Statements

We have audited the accompanying financial statements of BRAND CONCEPTS LIMITED which comprise the Balance Sheet as at 31st March, 2018, and the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The 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 financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the Accounting principles generally accepted in India, including the Accounting Standard specified under section 133 of the Act read with rule 7 of the Companies Accounts Rules (2014). This responsibility also includes 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 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 opera ting 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.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company ’ s preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 principles generally accepted in India:

(a) in case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2018;

(b) in case of Statement of Profit and Loss, of the profit of the Company for the year ended on that date.

(c) in case of Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013, and on the basis of such checks as we considered appropriate and in terms of information and explanations given to us and as they relate to the Company, we enclose in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the said Order to the extent applicable to the company.

2. As required by Section 143(3) of the Act, we report that:

(a) we have 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, Statement of Profit and Loss and 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 referred to in Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 st March, 2018 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B; and

(g) 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:

(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.

ANNEXURE ATO THE AUDITORS’ REPORT

Referred to in paragraph 1 of our report of even date.

1. a. The Company is in the process of completing fixed assets records showing full particulars including quantitative details and situation of fixed assets.

b. We are informed that fixed assets have been physically verified by the management during the year except those which have been placed at third party ’ s premises, and no discrepancy has been noticed on such verification. In our opinion, frequency of verification is reasonable having regard to the size of the company and the nature of its assets.

c. There is no immovable asset held by the company requiring possession of title deed.

2 We are informed that the inventories have been physically verified by the management during the year frequency of which is reasonable. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. Discrepancies noticed on physical verification were not material and the same have been properly dealt with in books of accounts.

3. As per information provided to us, the company has not granted any loan, secured or unsecured, to companies, firms, Limited Liability partnership or other parties covered in the register maintained under Section 189 of the Companies Act 2013hence provisions of clauses 3 (iii)(a) to (c) of the Order are not applicable.

4. There is no loan, investment, guarantee and security given by the company, hence provisions of section 185 & 186 of the companies act 2013are not applicable.

5. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public during the year within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act and the Rules framed there under.

6. As informed to us, the company is not required to maintain cost records as specified by the Central Government U/s 148(1) of the Act.

7. a. According to the information and explanations given to us and the records examined by us, the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, customs duty, cess and other material statutory dues applicable to it and there were no arrears of such statutory dues as on 31st March, 2018 for a period of more than six months from the date they became payable.

b. According to the information given, the particulars of dues with appropriate authorities on account of dispute are stated as below:

Name of Statue	Nature of Dues	Amount	Period	Forum
Sales Tax Act	M.P. CST	816613	2009-2010	TRIBUNALAPPEAL
Sales Tax Act	M.P. CST	1245863	2010-2011	TRIBUNALAPPEAL
Sales Tax Act	M.P. CST	978760	2011-2012	TRIBUNALAPPEAL
Sales Tax Act	M.P. CST	1782536	2012-2013	TRIBUNALAPPEAL
Sales Tax Act	M.P. CST	4356018	2013-2014	TRIBUNALAPPEAL
Sales Tax Act	M.P. CST	4710614	2014-2015	TRIBUNALAPPEAL
Sales Tax Act	MAHARASTRA CST	827228	2009-2010	APPEALATE AUTHRORITY
Sales Tax Act	DELHI CST	2109823	2013-2014	APPEALATE AUTHORITY

8. The company is not in default as on the balance sheet date in repayments of loans and borrowings to financial institutions.

9. According to information and explanations given to us, the money raised by way of initial public offer and term loan, has been applied for the purposes they were taken.

10. During the course of our examination of the books and records of the company as carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud by the company or on the company, by its officers or employees, nor have we been informed of any such instance noticed or reported by the management.

11. According to information and explanations given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provision of Section 197 read with schedule 5 to the Companies Act, 2013.

12. The Company is not a nidhi Company.

13. According to information and explanations given to us, transactions with related parties are in compliance with section 177 and 188 of the companies Act 2013, wherever applicable, and details have been disclosed in the financial statement as required by the applicable accounting standard.

14. According to the information and explanations given to us, and as per the records of the company examined by us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Hence Clause 3 (xiv) is not applicable.

15. According to the information and explanations given to us, the company has not entered into any non-cash transactions with directors or persons connected with them.

16. As informed to us, Company is not required to be registered under section 45-IA of the Reserve Bank of India, 1934.

ANNEXURE B TO THE AUDITORS’REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial control over financial reporting of BRAND CONCEPTS LIMITED (hereinafter referred to as ‘the Company ’) as at 31st March, 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Control

The Respective Board of Directors of the Company are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting 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 (‘ICAI’). 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 company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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 over financial reporting was established and maintained and if 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 system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, 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 auditor’s judgment, including the assessment of the risks of material misstatement of the 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 Company ’ s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting 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 financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, 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 over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal financial controls over financial reporting 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.

For KHANDELWAL & JHAVER

Chartered Accountants

FRN 003923C

ANIL K. KHANDELWAL

Prop.

M. No.072124

Place: INDORE

Date : 28 May 2018