Brand Concepts Ltd Auditor Reports

To,
The Members of
Brand Concepts Limited,
Indore

Report on the Audit of the Revised Standalone Ind AS Financial Statements

This Report supersedes our Report dated 15th May 2025 for reasons mentioned under the paragraph Emphasis of Matter.

Opinion

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

WeconductedourauditoftherevisedstandaloneIndASfinancial 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 Auditors 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 Honble 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 Auditors 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 \u201cRevenue from Contracts with Customers\u201d.	We assessed the appropriateness of the revenue recognition accounting policies, including those relating to rebates, loyalty points, returns and discounts.
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 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.

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

Information Other than the revised Standalone Ind AS Financial Statements and Auditors Report Thereon

The Companys 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 auditors 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 Companys 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 Companys 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.

Auditors 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 auditors 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 managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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 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.

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 (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 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 Auditors 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 Auditors 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

Annexure A – To the Revised Independent Auditors Report referred to in paragraph 1 of our report of even date under the heading Report on Other Legal and Regulatory Requirements of our report of even date of Brand Concepts Limited for the year ended March 31, 2025

This Report supersedes our Report dated May 15, 2025 for reasons mentioned under the paragraph Emphasis of Matter. In terms of the information and explanations sought by us and given by the company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that: (i) (a) (A) The company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

(B) The company has maintained proper records showing full particulars of Intangible Assets. (b) All Property, Plant and Equipment have not been physically verified by management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the company.

(d) The Company has not revalued its Property, Plant and Equipment (including Right of use assets) or intangible assets during the year ended March 31, 2025.

(e) There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 (previously known as Benami Transactions (Prohibition) Act, 1988) and rules made thereunder. Accordingly, the requirement to report on clause 3(i)(e) of the Order is not applicable to the Company. ii. (a) Inventory has been physically verified by management during the year. In our opinion, the frequency of verification by management is reasonable and the coverage and procedure of such verification by the management is appropriate. No discrepancies of 10% or more in the aggregate for each class of inventory were noticed in respect of such inventories.

(b) During the year, the Company has been sanctioned working capital limits in excess of Five crores, in aggregate, from banks or financial institutions during the year based on security of current assets of the Company. The quarterly returns or statements filed by the Company with the banks are in agreement with the books of account of the Company other

than those set out below (Refer Note 52(1)) of the revised standalone Ind AS financial statements; (H In Lakhs)

Quarter	Particulars of Security Provided	As per Books of Accounts	Amount as reported in the quarterly return/ statement	Amount of Difference	Reasons for material discrepancies
Jun-24	Inventory	6,523.86	5,692.80	831.06	Debit note and Credit notes related to Purchase and sales are finalized after the submission of monthly statements. Monthly statements are submitted within 10 days of subsequent month; hence, any such adjustments made afterwards are not reflected in that period, leading to discrepancies. Additionally, the reversal of Goods in transit is carried out on a quarterly basis, which results in differences when comparing monthly statements. Furthermore, the variance recorded in the books includes trade payables for goods, Operational expenditure (Opex) & Capital Expenditure (Capex), whereas the stock statements consider trade payables related to goods only.
	Trade Receivables	7,138.25	6,105.43	1,032.82
Sep-24	Inventory	7,200.48	6,676.48	524.00
	Trade Receivables	7,348.66	6,794.62	554.04
Dec-24	Inventory	7,531.74	7,588.73	-56.99
	Trade Receivables	7,629.39	6,286.17	1,343.22
Mar-25	Inventory	7,756.10	7,283.61	472.49
	Trade Receivables	7,663.39	6,811.94	851.44

iii. a) The Company has made investments in Company, but not provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties. The details of which are as follows:

Particulars	Amount of Investment
	(in Lakhs)
Aggregate amount granted during the year
- Associate	-
Particulars	Amount of Investment
	(in Lakhs)
Balance Outstanding as at balance sheet date in respect of above cases
- Associate	47.36

b) The investments made are not prejudicial to the interest of the Company. The Company has not provided guarantees, given security, granted loans, granted advances in the nature of loans during the year and hence not commented upon by us. iv. The Company has made investments in compliance with the provisions of Sections 185 and 186 of the Companies Act, 2013. Further, the Company has not provided any guarantee or security, nor granted any loans or advances in the nature of loans, whether secured or unsecured, to any companies, firms, Limited Liability Partnerships, or other parties and hence not commented upon by us. v. The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections 73 to 76 of the Companies Act and the rules made thereunder, to the extent applicable. Accordingly, the requirement to report on clause 3(v) of the Order is not applicable to the Company. vi. The maintenance of cost records has not been specified by the Central Government under sub section (1) of section 148 of the Companies Act to the Company. Accordingly, the requirement to report on clause 3(vi) of the Order is not applicable to the Company. vii. (a) The Company is generally regular in depositing undisputed statutory dues including Goods and Service Tax, provident fund, employees state insurance, Income-Tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess, and other statutory dues as applicable, to the appropriate authorities According to the information and explanations given to us and based on the audit procedures performed by us no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at the year ended on March 31, 2025 for a period of more than six months from the date, they became payable except provident fund amounting to 45,942 (Previous Year H Nil/-).

(b) The dues of goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess, and other statutory dues that have not been deposited on account of any dispute, are as follows:

Particulars	Nature of dues	Period	Amount (in Lakhs)	Forum where dispute is pending
Customs Act, 1962	Tax demanded plus penalty plus redemption fine	January 2015 to December 2019	1,696.95	Commissioner of Customs (NS-II), JNCH, Nhava Sheva
Income Tax Act, 1961	Tax demanded after assessment	AY 2018-19	33.39	Income Tax appellate Tribunal
Income Tax Act, 1961	Tax demanded after assessment	AY 2019-20	39.22	Income Tax appellate Tribunal
Central Sales Tax, 1956	Tax demand after assessment	FY 2007-08	1.85	Pending with assessing officer
Central Sales Tax, 1956	Tax demand after assessment	FY 2008-09	5.29	Pending with assessing officer
Central Sales Tax, 1956	Tax demand after assessment	FY 2009-10	3.24	Pending with assessing officer
Central Sales Tax, 1956	Tax demand after assessment	FY 2010-11	10.51	Pending with assessing officer
Central Sales Tax, 1956	Tax demand after assessment	FY 2012-13	17.15	Pending with assessing officer
Central Sales Tax, 1956	Tax demand after assessment	FY 2015-16	11.72	Pending with Commissioner
Central Sales Tax, 1956	Tax demand after assessment	FY 2016-17	15.33	Pending with Appellate tribunal at 2nd Appeal
Value Added Tax, 2005	Tax demand after assessment	FY 2016-17	15.21	Pending with Appellate Authority at 1st appeal
Central Sales Tax, 1956	Tax demand after assessment	FY 2017-18	26.30	Pending with Appellate Authority at 1st appeal
GST, 2017	Tax demand after assessment	FY 2019-20	7.30	Pending with Appellate Authority at 1st appeal

viii. The Company has not surrendered or disclosed any transaction, previously not recorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company. ix. (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to lenders.

(b) The Company has not been declared as a wilful defaulter by any bank or financial institution or any other lender or government or any government authority.

(c) The term loans were applied for the purpose for which the loans were obtained.

(d) On an overall examination of the revised standalone Ind AS financial statements of the Company, no funds raised on short term basis have been utilised for long term purposes.

(e) On an overall examination of the revised standalone Ind AS financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its associate. The Company has no subsidiaries or joint ventures. (f) The Company has not raised loans during the year on the pledge of securities held in its associate. The Company has no subsidiaries or joint ventures. x. (a) The Company did not raise any money by way of initial public offer/ further public offer (including debt instruments) during the year, hence, the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year under audit and hence, the requirement to report on clause 3(x)(b) of the Order is not applicable to the Company. xi. (a) No fraud by the Company or no fraud on the Company has been noticed or reported during the year.

(b) During the year, no report under sub-section (12) of section 143 of the Companies Act has been filed by us in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) As per our information and according to the explanations given to us, no whistle blower complaints were received by the Company during the year. xii. The Company is not a Nidhi Company and therefore, the provisions of clause (xii)(a), (xii)(b) and (xii)(c) of para 3 of the said order are not applicable to the Company. xiii. Transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the notes to revised standalone Ind AS financial statements, as required by the applicable accounting standards. xiv. (a) The Company has an internal audit system commensurate with the size and nature of its business.

(b) The reports of the Internal Auditors issued till the date of the audit report, for the period under audit were considered by us. xv. The Company has not entered into any non-cash transactions with Directors or persons connected with him as referred to in section 192 of the Act and hence the requirement to report on clause 3(xv) of the Order is not applicable to the Company. xvi. (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on clause (xvi)(a) of the Order is not applicable to the Company.

(b) The company is not engaged in any Non-Banking Financial or Housing Finance activities without a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934. Accordingly, the requirement to report on clause (xvi)(b) of the Order is not applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi)(c) of the Order is not applicable to the Company.

(d) According to the information and explanations given to us by the management, the Group does not have any CIC as part of the Group, hence clause (xvi)(d) of paragraph 3 of the said order is not applicable to the Company. xvii. The Company has not incurred any cash losses in the current financial year and the immediately preceding financial year. xviii. There has been no resignation of the statutory auditors during the year. Accordingly, the requirement to report on clause 3(xviii) of the Order is not applicable to the Company. xix. According to the information and explanations given to us and on the basis of the financial ratios disclosed in Note 44 to the revised standalone Ind AS financial statements, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the revised standalone Ind financial statements, in our knowledge of the Board of Directors and management plans, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due. xx. There is no amount remained unspent under subsection (5) of Section 135 of the Companies Act, 2013 therefore clause (xx) of the said Order is not applicable to the Company. xxi. Since this report is being issued in respect of revised standalone Ind AS financial statements of the Company, hence clause (xxi) of paragraph 3 of the said Order is not applicable.

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

Annexure B -To the Revised Independent Auditors Report referred to in paragraph (f) under the heading Report on Other Legal and Regulatory Requirements of our report of even date of Brand Concepts Limited for the year ended March 31, 2025

Report on the Internal Financial Controls with reference to the revised Standalone Ind AS Financial Statements under Clause (i) of subsection 3 of Section 143 of the Companies Act, 2013 (the Act)

This Report supersedes our Report dated May 15, 2025 for reasons mentioned under the paragraph Emphasis of Matter. We have audited the internal financial controls with reference to the revised standalone Ind AS financial statements of Brand Concepts Limited (the Company) as of March 31, 2025 in conjunction with our audit of the revised standalone Ind AS financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is 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 (the 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 Companys 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 Companys internal financial controls with reference to the revised standalone Ind AS financial statements of the Company 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, both issued by the Institute of Chartered Accountants of India and prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. 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 with reference to the revised standalone Ind AS financial statements 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 with reference to the revised standalone Ind AS financial statements and their operating effectiveness. Our audit of internal financial controls with reference to the revised standalone Ind AS financial statements included obtaining an understanding of internal financial controls with reference to these revised standalone Ind AS financial statements, 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 auditors judgement, including the assessment of the risks of material misstatement of the revised 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 Companys internal financial controls with reference to the revised standalone Ind AS financial statements.

Meaning of Internal Financial Controls with reference to these revised standalone Ind AS financial statements

A Companys internal financial control with reference to these revised standalone Ind AS financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of revised standalone Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control with reference to these revised standalone Ind AS financial statements 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 revised standalone Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and Directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material effect on the revised standalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls with reference to these revised standalone Ind AS financial statements

Because of the inherent limitations of internal financial controls with reference to these revised standalone Ind AS financial statements, 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 with reference to these revised standalone Ind AS financial statements to future periods are subject to the risk that the internal financial control with reference to these revised standalone Ind AS financial statements 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, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls with reference to these revised Standalone Ind AS Financial Statements and such internal financial controls with reference to these revised Standalone Ind AS Financial Statements were operating effectively as at March 31, 2025, based on the criteria for internal financial control over financial reporting 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 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