1. We have audited the accompanying Standalone Financial Statements of Sanghvi Brands
Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2025, the
Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and
notes to the Standalone Financial Statements, and a summary of significant accounting
policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to
us, the aforesaid financial statements, give the information required by the Act, in the
manner so required and give a true and fair view in conformity with the accounting
standards prescribed under section 133 of the Act read with Companies Rules 2014 as
amended and other accounting principles generally accepted in India, of the state of affairs
of the Company as at March 31, 2025, and its profit and cash flows for the year ended on
that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under
section 143(10) of the Companies Act, 2013. Our responsibilities under those standards are
further described in the Auditor's Responsibilities for the Audit of the 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 ("the ICAI")
together with the ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Act and the Rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these requirements and the ICAI's Code
of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.

Emphasis of Matter

4. We draw attention to following matters in notes to the Statement:

As detailed in Note 31 to the Standalone Financial Statements, no provision is presently
considered for diminution in value of the investments and carrying value of the loans and
advances granted to the subsidiary- Sanghvi Beauty and Salons Private Limited for the
reasons stated therein, despite of significant accumulated losses, negative net-worth as of
the balance sheet date. In the opinion of the management these are temporary disruptions,
and management is confident of the revival of the business operations.

As detailed in Note 32 to the standalone financial statements, no provision is presently
considered for diminution in value of the investments and carrying value of the loans and
advances granted to the subsidiary- Sanghvi Fitness Private Limited for the reasons stated
therein, despite significant accumulated losses, negative net-worth as of the balance sheet
date. In the opinion of the management these are temporary disruptions, and management
is confident of the revival of the business operations.

Our opinion is not modified in respect of the above matters

Key Audit Matters

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

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

6. The Company's Board of Directors is responsible for the other information. The other

information comprises the information included in the Company's board report but does
not include the Standalone Financial Statements and our Auditor's Report thereon.

7. Our opinion on the Standalone Financial Statements does not cover the other information
and we do not express any form of assurance conclusion thereon.

8. 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.

9. If based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have nothing to report in
this regard.

Responsibility of Management for Financial Statements

10. The Company's Board of Directors is responsible for the matters in section 134(5) of the Act
with respect to the preparation of these Financial Statements that give a true and fair view
of the financial position, financial performance and cash flows of the Company in
accordance with the accounting principles generally accepted in India.

11. This responsibility also includes the maintenance of adequate accounting records in
accordance with the provision of the Act for safeguarding of the assets of the Company and
for preventing and detecting the frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of internal financial control, that
were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the Standalone Financial Statements
that give a true and fair view and are free from material misstatement, whether due to fraud
or error.

12. In preparing the Standalone 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.

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

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

14. 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 financial statements.

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

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

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

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

d. Conclude on the appropriateness of management's use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company's
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor's report to the related disclosures in the
Standalone Financial Statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor's report. However, future events or conditions may cause the Company to cease
to continue as a going concern.

e. Evaluate the overall presentation, structure and content of the 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.

16. Materiality is the magnitude of misstatements in the Standalone Financial Statements that
individually or in aggregate, makes it probable that the economic decisions of a reasonably

knowledgeable user of the Standalone Financial Statements may be influenced. We
consider quantitative materiality and qualitative factors in (i) planning the scope of our
audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any
identified misstatements in the Standalone Financial Statements.

17. 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.

18. We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

Report on other Legal and Regulatory Requirements

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

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

a) We have sought and obtained all the information and explanations which to the best of
our knowledge and belief were necessary for the purposes of our audit;

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

c) the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt
with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid Standalone Financial Statements comply with the
Accounting Standards specified under Section 133 of the Act;

e) On the basis of written representations received from the directors as on March 31, 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 Financial
Statements of the Company and the operating effectiveness of such controls, refer to
our separate report in Annexure B.

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

h) With respect to the other matters included in the Auditor's Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended) in our opinion
and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position
in its Financial Statements- Refer Note 33A 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.

iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.

iv. a) The management has represented that, to the best of its knowledge and belief,
no funds have been advanced or loaned or invested (either from borrowed funds or
share premium or any other sources or kind of funds) by the Company to or in any
other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries")
or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief,
no funds have been received by the Company from any person(s) or entity(ies),
including foreign entities ("Funding Parties"), with the understanding, whether
recorded in writing or otherwise, that the Company shall, whether, directly or
indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures that we considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to believe
that the representations under sub-clause (a) and (b) contain any material
misstatement.

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

vi. Based on our examination which included test checks, Company has used an
accounting software for maintenance of books of accounts which has a feature of
recording audit trail(edit log) facility and the same has operated throughout the
year for all relevant transaction recorded in the software. Further during the course
of our audit, we did not come across any instance of audit trail feature being
tampered with. Additionally, the audit trail has been preserved by the Company as
per Statutory requirements for record retention.

For B. K. Khare and Co.

Chartered Accountants

Firm Registration No.: 105102W

Sd/-

Amit Mahadik

Partner

Membership No.: 125657