Sanghvi Brands Ltd Management Discussions.

Against the backdrop of the external environment our value creation model and strategy your Board of Directors is pleased to share with you the Business Performance along with the Audited Financial Statements for the financial year ended 31st March 2019.

INDIAN ECONOMY

India continues to remain the fastest growing major economy in the world in 2018-19, despite a slight moderation in its GDP growth from 7.2 per cent in 2017-18 to 6.8 per cent in 2018-19. On the other hand, the world output growth declined from 3.8 per cent in 2017 to 3.6 per cent in 2018. The slowdown in the world economy and Emerging Market and Developing Economies (EMDEs) in 2018 followed the escalation of US China trade tensions, tighter credit policies in China, and financial tightening alongside the normalization of monetary policy in the larger advanced economies.

Service sector is the most dynamic sector in the economy and has remained the key driver of economic growth along with being a major contributor to Indian Economy.

The spa industry continues to prove itself as thriving market, in fact it is estimated to grow twice as fast as markets in the United States and Europe. India is estimated to be the second largest consumer market in the world.

KEY GROWTH DRIVES

Our BRANDS are those that take action to make sustainable living commonplace in a way that is relevant for the society and motivating to consumers. Branding is becoming more and more important. So is brand identity. Your Company strive for better quality and also keep up with the demand for different services.

Your Company has 25 Spa and Salons across the World which are Operational as well as training academies. The Company has another 5 under development projects of Spa, Salons and Club house which shall be operational in the coming years. Your Company continues to improve its on-shelf quality of services to enhance consumer experience. Our belief remains firmly embedded in ‘Delighting consumers Everyday.

HUMAN RESOURCES

An important challenge for the wellness industry is the need for professionally qualified personnel. Sustainable, profitable growth can only be achieved in an organisation which focuses on performance culture and where employees are engaged and empowered to be the best they can be. While quality of talent has been your Companys strength, there has been an impetus on building future ready leadership that is equipped and empowered to thrive in this dynamic environment.

RISKS AND CONCERNS

Your Company operates in an increasingly volatile, uncertain, complex and ambiguous world with rapid changes in all domains potentially impacting your Company. These changes bring in new opportunities for your Company but also bring about multi-dimensional risks, which need to be judiciously managed. Risk Management is, thus, an integral part of your Companys strategy. We proactively identify potential risks and accordingly devise our short-term and long-term actions to mitigate any risk which could materially impact your Companys long-term goals.

AWARDS

The Company was awarded by Asia Spa Awards India the Best New Spa (Resort), Hot 25 Spa Hotel in Asia by Asia Smart Travel, Best Salon by ELLE Beauty Awards and Runner Up Favourite Hotel Spa in India by Conde Nast Traveller Readers Award. Apart, we have been Nominated for Best Luxury Day Spa by Asia Spa Awards, Spa of the Year (North & West Asia) by Asia Spa Awards Hong Kong, Eco-Spa of the Year Asia Spa Awards Hong Kong, Spa Treatment of the Year by Asia Spa Awards Hong Kong.

CERTIFICATION BY THE CHIEF FINANCIAL OFFICER ON FINANCIAL STATEMENTS OF THE COMPANY

(In terms of regulation 17 (8) read with Part B of schedule II of the SEBI Listing Regulation, 2015)

To,

The Board of Directors,

Sanghvi Brands Limited

I, Mr. Rameshwar Wadne, Chief Financial Officer of Sanghvi Brands Limited, certify that:

(a) I have reviewed the financial statements and the Cash Flow Statement for the year and that to the best of our knowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading

ii. these statements together present a true and fair view of the Companys affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.

(b) There are, to the best our knowledge the belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Companys code of conduct.

(c) I accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the listed entity pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

(d) We have indicated to the auditors and the Audit Committee:

i. There has not been any significant change in internal control over financial reporting during the year under reference

ii. There has not been any significant change in accounting policies during the year requiring disclosure in the notes to the financial statements; and

iii. I am not aware of any instance during the year of significant fraud with involvement therein of the management or any employee having a significant role in the Companys internal control system over financial reporting.

For Sanghvi Brands Limited

(formerly known as Sanghvi Brands Private Limited)

Sd/-

Rameshwar Wadne

Chief Financial Officer

Date: 26th August 2019

Place: Mumbai