We have audited the Standalone financial statements of Salora International Limited("the Company"), which comprise the
balance sheet as at March 31, 2025, the statement of Profit and Loss, including the statement of other Comprehensive
Income, Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies and other explanatory information(hereinafter referred
to as the "standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone
Financial statements, give the information required by the Companies Act, 2013 (the "Act") in the manner so required and
give a true and fair view in conformity with the Indian Accounting Standards ("Ind AS") prescribed under section 133 of
the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2025, the profit, total comprehensive
income, changes in equity and its cash flows for the year ended on that date.

Basis of 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 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 opinion.
Emphasis of Matters

We draw attention to the following matters in the notes to the statements: -

1. Note no 40(A)(viii) which states that, the company filed a SLP on merits with the Honorable Supreme Court which is
pending for disposal. However, on 16.12.2021, the Company filed a writ petition in High Court of Delhi to direct the
department to condone the delay due to Covid-19 and accept payment Rs.1210.99 lakhs as approved in the SVLDR
scheme against which pre deposit Rs 600 lakhs for settlement of the disputed Excise matters of Rs.2435.21 lakhs
and penalty thereon Rs. 2435.21 lakhs demanded by Excise authorities related to financial year 1993-94 to 2003¬
04. The High Court has issued notice to the concerned authorities which is pending for disposal. The Contingent
Liability against this matter Rs 4870.42 lakhs against this matter shall stand as it is, till either the High Court or
theSupreme Court decides on this matter. Further there has been no hearing and progress in the case, however two
ofsimilar nature of cases has been decided in the favour of the appellant by the CESTAT and Honorable Supreme
Court.

2. Note no 40(A)(ix) which states that, Contingent liabilities of Rs.1401.68 lakhs (excluding Rs.4870.42 Lakhs asreferred
in above (a) of EOM) related to Sales tax, Excise duty, Service tax, Goods and Service tax and Income taxetc. against
which amount deposited Rs 216.76 Lakhs which are contested by the company and pending beforevarious forums.
However, management believes that based on legal advice, the outcome of these contingencieswill be favorable
and that outflow of economic resources is not probable.

3. Note no 44 which states that, the Company has material statutory dues recoverable of Sales tax of Rs 366.90 lakhs
and Income tax Rs. 214.70 lakhs which has been considered good, pending final assessment, as well as oldmaterial
of value Rs.71.49 lakhs with third party for replacement, subject to confirmation has been considered good

4. Note no 9 which states that, Deferred tax assets Rs. 2216.43 lakhs as at 31 st March 2025 ( Includes Rs 4065.35lakhs
which can be carried forward for indefinitely period and Rs 4582.17 lakhs up to a certain specified period)is expected
to be realized as the company strongly believes that it has reasonably certainty of realization, as thecompany
has enhanced its product portfolio and the new business strategy of deeper penetration with greateroperational
efficiency, and also keeping in view the realization of generation of sufficient profits in the future asanticipated /
projected by the management on a prudent basis. Moreover, there is no brought forward losses underthe Income
Tax Act which is expiring during the current financial year as well as in the next financial year.

Our conclusion is not modified in respect of these matters stated above.

Other Matter

We also draw attention to the fact that the financial statements of Salora International Limited for the year ended March
31, 2024, were audited by another auditor who expressed an unmodified opinion

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 of the current period. These matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in our opinion there is no any such matter to be reported by us.

Other Information

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 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 Financial Statements

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

In preparing the Standalone Financial statements, the Board of Directors 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 the Board of Directors 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 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 Standalonefinancial statements.

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

1. 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.

2. Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(I) of the Act, we are also responsible for
expressing our opinion on whether the Company hasadequate internal financial controls system in place and
the operating effectiveness of such controls.

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

4. 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
Standalonefinancial 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.

5. 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.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial
statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the
scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the standalone financial statements.

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 auditors' report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on Other Legal and Regulatory Requirements
1. As required by 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 purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears
from our examination of those books,

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of 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 Standalonefinancial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as
amended.

(e) On the basis of written representations received from the directors as on March 31, 2025 and 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 sub-section (2) of section 164 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 I". Our report
expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal
financial controls over financial reporting

(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 according to the information and explanations given to us, the remuneration paid by the
company to its directors during the current 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, 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
financialstatements. Refer Note no. 40 to the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there
were any material foreseeable losses, requiring provision in the financial statements.

iii. There has been no delay in transferring amounts, required to be transferred during the year, to the
Investor Protection and Education Fund by the Company.

iv. a. 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 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 or entity, 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. The Company has not declared or paid any dividend during the year.

vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014. Based on our
examination the feature of recording audit trail (edit log) facility was notenabled at application as well
as database level for the customized Oracle based ERP accountingsoftware used for maintaining the
books of accounts right through the financial year. Further, sincethe audit trail (edit log) facility was
not enabled, reporting on whether this was tampered or otherwisecannot be reported.

2. As required by 'the Companies (Auditor's Report) Order, 2020', issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks
of the books and records of the Company as we considered appropriate and according to the information and
explanations given to us, we give in "Annexure II" a statement on the matters specified in paragraphs 3 and 4 of the
said Order, to the extent applicable.

For O P BAGLA & CO LLP
Chartered Accountants
Firm Registration. No. 000018N/N500091

ATUL BAGLA
PARTNER

PLACE : Delhi Membership No. 091885

DATE: May 27, 2025 UDIN: 25091885BMLCNW6510