Auditor Report of Shanthala FMCG Products Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial
statements of SHANTHALA FMCG PRODUCTS LIMITED

(Formerly known as Shanthala FMCG Products Private Limited),
which comprise the Balance Sheet as at 31/03/2025, the
Statement of Profit and Loss, the cash flow statement for the year
then ended, and a summary of the significant accounting policies
and other explanatory information.

Auditor''s Opinion

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 principles generally accepted in India, of the state of
affairs of the Company as at 31/03/2025, and its Profit and its
cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit 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
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 there under, and we have fulfilled our other
ethical responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for
our opinion.

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

The Company''s Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Management
Discussion and Analysis, Board''s Report including Annexures
to Board''s Report, Business Responsibility Report, Corporate
Governance and Shareholder''s Information, 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 standalone financial statements
or our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.

When we read such other information as and when made available
to us and if we conclude that there is a material misstatement
therein, we are required to communicate the matter to those
charged with governance.

Responsibility of Management and Those Charged
with Governance (TCWG)

The Company''s Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 ("the Act")
with respect to the preparation of these financial statements
that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including
the Accounting Standards 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 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 statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, management is responsible
for assessing the Company''s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

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

Auditor''s Responsibility

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.

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

• 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.

• 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 system 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 financial statements, including the disclosures, and

whether the 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 (Auditors’ 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 statements 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:

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.

(a) 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.

(b) The Company has no branch office and hence the company
is not required to conduct audit under Section 143(8) of the
Companies Act, 2013.

(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 Balance Sheet & Statement of Profit &
Loss dealt comply with the Accounting Standards specified
under 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 as on 31/03/2025 taken on record by the
Board of Directors, none of the directors is disqualified as
31/03/2025 from being appointed as a director in terms of
Section 164 (2) of the Companies Act, 2013.

(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“.

(g) In our opinion and according to information & explanation
given to us, the company has adequate internal financial
control system in place and has proper operating
effectiveness of such control.

(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, 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 on
it, therefore the question of its disclosure of impact on
financial statement does not arises.

ii. During the year, the Company has not entered into
any long term contracts including derivative contracts,
and therefore question of provisioning for material
foreseeable does not arises.

iii. During the year the company is not required to transfer
any amount to Investor Education and Protection Fund.

iv. (a) The management has represented that, to the

best of its knowledge and belief, other than as
disclosed in the notes to the accounts, 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, other than as
disclosed in the notes to the accounts, 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 audit procedures which we considered
reasonable and appropriate in the circumstances,
nothing has come to their notice that has caused
them to believe that the representations under
sub-clause (i) and (ii) contain any material mis¬
statement.

v. The company has not declared or paid any dividend
during the year in contravention of the provisions of
Section 123 of the Companies Act, 2013.

vi. Based on our examination, the Company has
implemented the audit trail (edit log) feature in its
accounting software used for maintaining books of
account, in compliance with Rule 3(1) of the Companies
(Accounts) Rules, 2014, and the same was found to be
operating during the financial year under audit."

FOR KALE MALDE & CO.

(Chartered Accountants)

Reg. No.: 0154422W

(CA. Laxman Kale)
Partner
M. No.: 110882
UDIN: 25110882BMLFVE8372

Date: 22/05/2025
Place: Dombivli

---

Mar 31, 2024

We have audited the accompanying financial statements of
SHANTHALA FMCG PRODUCTS LIMITED(Formerly known as
Shanthala FMCG Products Private Limited), which comprise the
Balance Sheet as at March 31, 2024 the Statement of Profit
and Loss, the cash flow statement for the year then ended,
and a summary of the significant accounting policies and other
explanatory information.

Auditor''s Opinion

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
principles generally accepted in India, of the state of affairs of the
Company as at March 31, 2024 and its Profit and its cash flows
for the year ended on that date.

Basis for Opinion

We conducted our audit 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
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 there under, and we have fulfilled our other
ethical responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for
our opinion.

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

The Company''s Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Management
Discussion and Analysis, Board''s Report including Annexures
to Board''s Report, Business Responsibility Report, Corporate
Governance and Shareholder''s Information, 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 standalone financial statements or our knowledge
obtained during the course of our audit or otherwise appears to
be materially misstated.

When we read such other information as and when made available
to us and if we conclude that there is a material misstatement
therein, we are required to communicate the matter to those
charged with governance.

Responsibility of Management and Those Charged
with Governance (TCWG)

The Company''s Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 ("the Act")
with respect to the preparation of these financial statements
that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance
with the accounting principles generally accepted in India,
including the Accounting Standards 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 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 statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, management is responsible
for assessing the Company''s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

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

Auditor''s Responsibility

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.

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

• 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.

• 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 system 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 financial statements, including the disclosures, and

whether the 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 (Auditors’ 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 statements 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:

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.

(a) 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.

(b) The Company has no branch office and hence the company
is not required to conduct audit under section 143(8) of the
Companies Act, 2013.

(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 Balance Sheet & Statement of Profit & Loss
dealt comply with the Accounting Standards specified under
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 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 Companies Act, 2013.

(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“.

(g) In our opinion and according to information & explanation
given to us, the company has adequate internal financial
control system in place and has proper operating
effectiveness of such control.

(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, 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 on
it, therefore the question of its disclosure of impact on
financial statement does not arises.

ii. During the year, the Company has not entered into
any long term contracts including derivative contracts,
and therefore question of provisioning for material
foreseeable does not arises.

iii. During the year the company is not required to transfer
any amount to Investor Education and Protection Fund.

iv. (a) The management has represented that, to the best

of its knowledge and belief, other than as disclosed
in the notes to the accounts, 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, other than as
disclosed in the notes to the accounts, 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 audit procedures which we considered
reasonable and appropriate in the circumstances,
nothing has come to their notice that has caused
them to believe that the representations under
sub-clause (i) and (ii) contain any material mis¬
statement.

v. The company has not declared or paid any dividend during
the year in contravention of the provisions of section 123 of
the Companies Act, 2013.

vi. Based on our examination, the company has not implemented
the audit trail facility in its accounting software for
maintaining its books of account during the current financial
year

FOR KALE MALDE & CO.

(Chartered Accountants)

Reg No. : 0154422W

(Laxman Kale)

Partner
M.No: 110882
Date: 27/05/2024
Place: Dombivli
UDIN: 24110882BKAKVL5145