We have audited the accompanying standalone Ind AS financial statements of Spice Islands Industries Limited
(Previously known as Spice Islands Apparels Limited) (“the Company”), which comprise the balance sheet as at
31st March 2024, the statement of profit and loss (including other comprehensive income), statement of changes
in equity and statement of cash flows for the year then ended, and notes to the standalone Ind AS financial
statements, including a summary of significant accounting policies and other explanatory information(herein
referred to as ‘’standalone Ind AS financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone Ind AS 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
prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended, (“standalone Ind AS”) and other accounting principles generally accepted in India, of the state of
affairs (financial position) of the Company as at March 31,2024, and its profit (financial performance including
other comprehensive income), changes in equity 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 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 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 opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 56 to the financial statements, which indicates that the Company’s capital deficiency
improved a bit as at March 31,2024 because of Net profits from its operations during the year. Company’s net
worth stands at a negative of Rs 29.91 lacs as at 31st March, 2024. As stated in the note, this condition indicates
the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a
going concern. In response to this matter, management continues to strengthen its strategy to expand its market
in order for the Company to increase its sales and eventually generate profit. The management has undertaken
several cost cutting measures, to cut down the losses and has also ventured into new line of activities. Net losses
of the Company manifested a significant decrease from Rs.12.23 lacs in 2023 to a profit of Rs. 31.86 lacs in 2024.
Management believes Company’s financial statements have been prepared assuming that the Company will
continue as a going concern which contemplates the realization of assets and the settlement of liabilities in the
normal course of business. In connection with our audit, we have performed audit performance audit procedures
to evaluate management’s assumptions as to the Company’s ability to continue as a going concern. Our opinion
is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the standalone Ind AS financial statements of the current period. These matters were addressed in the context of
our audit of the 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. We have determined the matters described below to be the key
audit matters to be communicated in our report.

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

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 Ind AS financial statements and our
auditor’s report thereon.

Our opinion on the 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 the standalone Ind AS 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 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, 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 Standalone Ind AS 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 standalone Ind AS 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 (‘ standalone Ind AS’) specified under section 133 of the Act. 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 Ind AS 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 Ind AS 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 Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 standalone Ind AS financial
statements

As part of an audit in accordance with Standards on Auditing (‘SAs’), we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:

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

• 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 standalone 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 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 standalone Ind AS financial statements,
including the disclosures, and whether the 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 standalone Ind AS 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

1. As required by the Companies (Auditor’s Report) Order, 2020 (the Order) issued by the Central Government

of India in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in

paragraphs 3 and 4 of the Order, to the extent applicable.

2. 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 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 it
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 i n agreement with the books of account.

d) In our opinion, the aforesaid financial statement complies 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 directors as on March 31,2024, taken on
record by the Board of Directors, none of the director is disqualified as on March 31,2024, from being
appointed as a director in terms of section 164(2) of the Act.

f) With respect to adequacy of the internal financial controls over financial reporting of the company and
the operating effectiveness of such controls, refer our separate report in “ Annexure B” and

g) With respect to other matters to be included in the auditor’s report in accordance with the requirements
of section 197(16) as amended:

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 to be included in 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 litigation which would affect its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there
were any material foreseeable losses.

iii. During the year there was no amount which required transfer to Investor Education and
Protection Fund under the provisions of the Companies Act, 2013.

iv. (a) The management had 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 persons or entities, including foreign
entities (“Intermediaries”) with the understanding, whether 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 it’s knowledge and belief, no funds have
been received by the division from any persons or entities, including foreign entities (“funding
Parties”), with the understanding, whether recorded in writing or otherwise, that the division 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 we have considered reasonable and appropriate in the
circumstances; nothing has come to the notice that has caused us to believe that the
representations under sub-clause (i) and (ii) contain any material miss-statement.

v. (a) The company has not declared any final dividend for the financial year 2022-2023 and interim

dividend for the financial year 2023-24.

(b) The Company has not proposed any final dividend up to the date of our report.

vi. Based on our examination which included test checks, the Company has not used an accounting
software for maintaining its books of account which has a feature of recording audit trail (edit log)
facility and the same was not operated throughout the year for all relevant transactions recorded in the
software.

For SACHIN PHADKE & ASSOCIATES

Chartered Accountants

(Firm Registration No.133898W)

Sd/-

(Sachin Phadke)

Proprietor

Membership No: 117084

UDIN: 24117084BKCXQV8458

Place : Mumbai

Date : 28th May, 2024