We have audited the accompanying financial statements of Grovy India Limited ("the
Company"), which comprise the Balance Sheet as at March 31, 2025, the Statement of
Profit and Loss (including Other Comprehensive Income), the Statement of Changes in
Equity and the Statement of Cash Flows for the year then ended, and notes to the
financial statements, including a summary of the significant accounting policies
and other explanatory information.

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
Companies Act, 2013 ("the Act") in the manner so required and give a true and fair
view in conformity with the Indian Accounting Principles under section 133 of the
Companies Act, 2013, generally accepted in India, of the state of affairs of the
Company as at March 31, 2025, its profit including other comprehensive income, the
changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards
on Auditing (SAs), as specified under section 143(10) of the Act. 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 Act and the Rules made 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 obtained by us is sufficient and
appropriate to provide a basis for our opinion on the financial statements.

Key Audit Matters

Key audit matters ('KAM') 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 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 that there are no 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 Company's Annual
Report, but does not include the financial statements and our auditor's report
thereon.

Our opinion on the 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 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

during the course of our 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.

In connection with our audit of the 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

during the course of our 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 are responsible for the matters stated in section
134(5) of the Companies Act 2013, 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 Indian Accounting Standard ('Ind AS')
and other accounting principles generally accepted in India. 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 the 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 financial statements that give a true and fair view and
are free from material misstatement, whether due to fraud or error.

In preparing the 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.

The Board of Directors are responsible for overseeing the Company's financial
reporting process.

Auditor's Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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.
As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the 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 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 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 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 financial
statements, including the disclosures, and whether the financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.

Materiality is the magnitude of misstatements in the 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 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.

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 sub- section (11) of section 143
of the Act, we give in the "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 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 it appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive
Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with
by this report are in agreement with the books of account;

d. In our opinion, the aforesaid financial statements comply with the Ind AS
specified under Section 133 of the Act;

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 over financial
reporting of the Company and the operating effectiveness of such controls, refer
to our separate Report in "Annexure B". 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 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,
the managerial remuneration for the year ended March 31, 2025 has been
paid/provided by the Company to its directors in accordance with the provisions
of section 197 read with Schedule V to 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, as
amended, in our opinion and to the best of our information and according to the
explanations given to us:

i. The Company did not have any long-term contracts including derivative contracts

for which there were any material foreseeable losses;

ii. There was no amount which was required to be transferred to the Investor Education
and Protection Fund by the Company.

iii. (i) 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;

(ii) .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;

(iii) Based on such audit procedures that we have considered reasonable and
appropriate in the circumstances, nothing has come to their notice that has
caused them to believe that the representations under sub-clause (i) and (ii)
contain any material misstatement.

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
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;

b. 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.

iv. The dividend declared or paid during the year is in compliance with Section
123 of the Companies Act, 2013.

v. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended),
which provided for books of accounts to have the feature of audit trail, edit
log and related matters in the accounting software used by the Company, is
applicable to the Company only with effect from financial year beginning April
01, 2025, the reporting under clause Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 (as amended), is currently not applicable.

• Based on our examination, which included test checks, the company has used
accounting software systems for maintaining its books of account for the
financial year ended March 31, 2025 which have the feature of recording audit

trail (edit log) facility and the same has been operated throughout the year for
all relevant transactions recorded in software systems. Further, during the
course of the audit, we did not come across any instance of the audit trail
feature being tampered with, and the audit trail has been preserved by the
company as per the statutory requirements for record retention.

For Ajay Rattan & Co.

Chartered Accountants

Firm Registration No. 012063N

CA. Varun Garg

Partner

Membership No. 523588

UDIN: 25523588BMJMM56471

Date: May 23, 2025

Place: New Delhi