Auditor Report of Grovy India Ltd.

Mar 31, 2024

Grovy India Limited

Report on the Audit of the Financial Statements Opinion

We have audited the accompanying financial statements of Grovy India Limited ("the Company") , which comprise the Balance Sheet as at March 31, 2024, 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, 2024, 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 subsection (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, 2024 taken on record by the Board of Directors, none of the directors 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 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, 2024 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 does not have any pending litigations as at March 31, 2024 which would impact 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. There was no amount which was 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 (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;

(b) 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;

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

vi. 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, 2024, the reporting under clause Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended), is currently not applicable.

For Doogar & Associates

Chartered Accountants

Firm Registration No. 000561N

Vardhman Doogar

Partner

Membership No. 517347

UDIN: 224517347 BKALHG4 493

Date: May 16, 2024 Place: New Delhi

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Mar 31, 2014

We have audited the accompanying financial statements of GROVY EXPORTS & MARKETING LIMITED which comprises the balance sheet as at March 31, 2014 and the statement of profit and loss account for the year ended, and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control 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,

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted out audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements/ whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and presentation of the consolidated financial statements that give a true and Fair view in order to design. Audit procedures that are appropriate in the. circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness-of the accounting estimates made by management, as. well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of the Company as at March' 31,2014.

(b) IN the case of statement of Profit and Loss Account, of the profit for the year ended on that date,

REPORT ON OTHER LEGAI AND REGULAATORY REQUIREMENTS

1. The Companies (Auditor's Report) Amended Order 2004 issued by the Central Government of India in terms of sub-section (4A) of the section 227 of the Companies Act, 1956, apply to the company as the company is covered under the conditions laid down under the clause '2' of the said order.

2. As required by section 227(3) of the Act, we report that

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

(ii) In our opinion, proper books of accounts required by law have been kept by the company so far as appears from our examination of those books;

(iii) The Balance Sheet and the Profit & Loss Account dealt with by this report are agreement with .the books of account;

(iv) . In our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act/1956;

(v) Based on written representations received from the Directors, as on March 31,201.4 and taken on record by the board of directors, we report that none of the directors is disqualified as on 31.03.2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the companies Act/1956.

l. a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b). Fixed assets have been physically verified by the management during the year which in our opinion is reasonable having regard to size of the company and the nature of fixed assets, As informed, no material discrepancies were noticed on such verification.

c) During the year, the company has not disposed of a substantial part of fixed assets.

ii, a) In our opinion and according to information and explanations given to us, the procedure of physical verification of inventories has been conducted at reasonable intervals by the management.

b) In our opinion and according to information and explanations given to us, the procedure of verification of inventories followed by management was reasonable & adequate in relation to the size of the company and the nature of its business.

c) In our opinion and according to information and explanations given to us, the company is maintaining proper records of inventory. No discrepancy noticed on verification between the stocks and book records.

iii, a) The company has not granted an unsecured loan to party which is covered in the register maintained under section 301 of the Companies Act, 1956,

Accordingly, Paragraphs 4(iii)(a) to 4(iii}(d) of the order axe not applicable

e.) The company has taken unsecured loans from 5 party covered in the register maintained under section 30! of the act. & other terms and conditions are not prejudicial to the company. Details are as foil own;-

Particular Maximum Amt. Balance as on Involved during the 31.03.2014 year(Rs.)

Anita Jalan 25,00,000/- 25,00,000/-

PC Jalan HUF 35,00,000/- 35,00,000/-

Raj Kumar Jalan 50,00,000/- 52,00,000/-

R K Jalan HUF 35,00,000/- 59,00,000/-

Prakash Chand Jalan. - 15,00,000/-

f.) Since the unsecured loan taken by the company is repayable on demand, so we are unable to comment on the paragraphs 4(iii)(ii) to 4(iii)(g).

iv. In pure opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system,

{v) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

a) Based on audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or agreements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) According to cobs information and explanations given to us, the transactions made in pursuance of such contracts or agreements have been made at prices, which are reasonable, having regard to the prevailing Markel prices at the relevant time.

vi, The Company has not accepted any deposits com the public within the meaning of section 58 A, 5SAA or any other relevant provisions of the act, and the rules framed there under and therefore not applicable to the Company,

vii. In our opinion and, the company has an internal audit system commensurate with the size of the company and the nature of its business.

viii. The maintenance of cost records has not been prescribed by the Central Government under section 2Q9(l)(d) of the Companies act, 1956.

ix. a) Undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employee's State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, wherever applicable have generally been regularly deposited with the appropriate authorities during the year.

b) According to the information and .explanation given to the no undisputed amounts payable in respect of Income Tax, Sales Tax, Custom Duty, Excise Duty and cess were outstanding at the yearend for a period of more than six months from the date they become payable,

c) According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax Custom Duty, Excise Duty and cess which have not been deposited on account of any dispute.

X, The Company does not have accumulated losses at the end of the year and the company has not incurred cash losses during current and the immediately preceding such financial year.

xi. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in tire repayment of dues to financial institutions, banks and debentures & other securities,

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities during the year.

xiii. The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Society are not applicable to the Company.

xiv. In our opinion and according to information and explanations given to us, the Company has maintained proper records of transactions' and contracts in respect of Trading in securities, debentures and other investments and timely entries have been made therein, All shares, debentures and other investments have been held by the company it its own name.

xv. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi. Based on information and explanations given to us by the management, the company has not received any term loans.

xvii. According to the information and explanations given to us and overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term basis.

(viii. We are informed that the company has not 'made any preferential allotment of shares to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

xix The. Company lies not issued any Deplumes and hence requirements of reporting regarding creation of security or charge in. respect of Security or charge in respect of debentures issued do not arise.

xx. The Company has not raised any money by public issue during the year.

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

Place: New Delhi.

Date: 31st May, 2014

For WadhWa & Co

Chartered Aecountars

(FCA. SUSHIL WADHWA)

M .No.- 091435

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Mar 31, 2013

We have audited the accompanying financial statements of GROVY EXPORTS & MARKETING LIMITED which comprises the balance sheet as at March 31, 2013 and the statement of profit and loss account for the year ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards referred to in sab-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control 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,

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures m the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control' relevant to the Company's preparation and presentation the consolidated financial statements that give a true and Fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 principles generally accepted in India

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2013,

(b) In the case of statement of Profit and Loss Account of the profit for the year ended on that date.

Report On Other Legal and Regulatory Requirements

1. The Companies (Auditor's Report) Amended Order 2004 issued by the Central Government of India in terms of sub-section (4A) of the section 227 of the Companies Act, 1956, apply to the company as the company is covered under the conditions laid down under the clause "X of the said order.

2. As required by section 227(3) of the Act, we report that:

(i) We have obtained all The information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) 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;

(iii) The Balance Sheet and the Profit & Loss Account dealt with by this report are agreement with the books of account;

(iv) In our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act/1956;

(v) Based on written representations received from the Directors, as on March 31,2013 and taken on record by the board of directors, we report that none of the directors is disqualified as on 31,03,2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the companies Act,1956

ANNEXURE REFERRED TO PARAGRAPH 2 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/S GROVY EXPORTS &MARKETING LIMITED ON THE ACCOUNTS AS AT AND FOE THE YEAR ENDED 31ST MARCH,2013

1. a) The Company Tax maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) Fixed assets have been physically verified by the management during the year which in our opinion is reasonable having regard to size of the company and the nature of fixed assets, As informed, no material discrepancies were noticed on such verification.

c) During the year, the company has Dot disposed of a substantial part of fixed assets.

2. a) There is Stock of property held by the company. The company is holding slicks & mutual funds as inventories which are in the dematerialized form.

b) In our opinion and according to information and explanations given to us, the procedure of verification of inventories followed by management was reasonable & adequate in relation to the size of the company and the nature of its business.

c) In our opinion and according to information and explanations given to us, the company is maintaining proper records of inventory. No discrepancy noticed on verification between the stocks and book records.

3. a) The company has granted an unsecured loan to one party which is covered in the register maintained under section 301 of the Companies Act, 1956 Maximum amount involved during the year was Rs 75,00,000/- and yearend balance is NIL.

b) The unsecured granted by the company is interest free & other terms and conditions are not prejudicial to the company.

c) Since the unsecured loan granted by the company is repayable on demand, so we are unable to comment on the regularity of principal and interest.

d) The Company has taken unsecured loans from 3 parties which are covered in the register maintained under section 301 of the Act. Details are as follows;-

Particulars Maximum Aunt. Balance as on involved during the 31.03.2013 year (Rs,)

Prakash Chand Jalan 41,50,000 15,50,000

Raj Kumar Jalan 12.00.000 2,00,000

R.K Jalan (HUF) 64,00,000 64,00,000

e.) The unsecured loans taken by the company in interest fret &. other terms and conditions are not prejudicial to the company.

f) Since the unsecured loan taken by the company is repayable on demand, on we are unable to comment on the regularity of principal and interest.

4. In our opinion and according to the and explanation give to us there are adequate control procedures commensurate with the size of the company and the nature of its business for in purchase of inventory and fixed assets and For the sale of' goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system.

5. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act,1956

a) Based on audit procedures applied by us, to the rest of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or agreements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) According to the information and explanations given to us, the-transactions made in pursuance of such contracts or agreements have been made at prices, which are reasonable, having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from die public within the meaning of section 58 A 58AA or any other relevant provisions of the act, and the rules framed there under and therefore not applicable to the Company.

7. In our opinion and, the company has an internal audit system commensurate with The size of the company and the nature of its business.

S. The maintenance of cost records has not been prescribed by the Central Government under section 209(1 )(d) of the Companies act, 1956.

9. a) Undisputed statutory dues including Provident Fund, investor Liquation & Protection Fund, Employee's State Insurance, Income Tax, Sales Tax.. Wealth Tax, Service Tax, Custom Duty, Excise Duty, wherever applicable have generally been regularly deposited with the appropriate authorities during the year.

b) According to the information and explanation given to us, no undisputed amounts payable in respect of Income Tax,. Sales Tax, Custom Duty, Excise Duty and cess were outstanding at the yearend for a period of more than six months from the date they become payable.

c) According to the information and explanation given to us, there are no dues of Income Lax, Sales 'fax Custom Duty, Excise Duty and cess which have not been deposited on account of any dispute.

10. The Company does not Image accumulated losses at the end of the year and the company has not incurred cash losses during current and the immediately preceding such financial year.

11. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions, banks and debentures & other securities.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of skiers, debentures and other similar securities during the year.

13. The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Society are not applicable to the Company.

14. In our opinion and according to information and explanations given to us, the Company has maintained proper records of transactions and contracts in respect of Trading in securities, debentures and other investments and timely entries have been made therein, All shares, debentures and other investments have been held by the company in its own name. ,

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. Based on information and explanations given us by the management, the company has not received any term loans.

17. According to the information and explanations given to us and overall examination of the balance sheet of the Company. we report that no funds raised on shon-Lerm basis leave been used for long-term basis.

]8. We are informed that the company has not made any preferential allotment of shares to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any Debentures and hence requirements of reporting regarding creation of security or charge in respect of debentures issued do not arise.

20. The Company has not raised any money by public issue during the year.

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported- during the year, nor have we been informed of such case by the management.

Place: New Delhi.

Date. 10th May, 2013

For Wadhwa &. CO.

CHARTERED ACCONNTANTS,

(FCA,SUSHIL WADHWA )

M.NO.091435

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/S GROVY EXPORTS & MARKETING LIMITED as on 31st March, 2012 and also the Profit & Loss account for the year ended on that: date annexed hereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards generally accepted in India. Those standards require that, we plan & perform the audit to obtain reasonable assurances about the financial statements are free from material misstatement. An audit includes examining on a test basis, evidence supporting£ the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principle used and the overall financial statements presentation we believe that our audit provides a reasonable basis for our opinion.

3. As required by the companies (Auditors' Report) orders, 2003 issued by the central government of India in terms of sub-section (A-A) of section 227 of the Companies Act, 1956. and on the basis of such cheeks of the books and records of the companies as we considered appropriate and according to the information and explanation given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

4. Further to our comment in the Annexure referred to above, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our land it.

b) In our opinion, the company has kept proper books of account as required by law so far, as appears from our examination of that. book.

c) The Balance Sheet and Profit and Loss Accounts dealt with by this report are in agreement with the books of accounts.

d) In our opinion the Balance Sheet and Profit and Loss account dealt with by this report comply with the Accounting statement referred to in Sub- section (3C) of the companies Act, 1956.

c) On the basis. Of the written representation received from the directors as on 3 Is1 March, 2012 and taken on record by the board of directors, we report that none of the directors is disqualified as on 31 's( March, 2012 from being appointed as a director in terms of clause (g) of sub-section (I) of section 274 of the companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us the said accounts gives the information required by the companies Act, ]9S$, in the manner so required and give a true and Mr. view in conformity with the accounting principles generally accepted in India.

(a) In the case of the Balance Sheet of the company as fit 31st March, 2012. AND

(b) In the case of the Profit &, Loss Account, of the profit for the year ended on that date,

Particulars Maximum Amt. Balance as on involved during the 31.03.2012 year (RS.)

Prakash Chaud Jalan 10,00,000 10,00,000

Raj Kumar Jaian 10,00,000 10,00,000

R.K Jalan (HUF) 11,00,000 11,00,000

f) The unsecured loans taken by the company is interest free &. other terms and conditions are not prejudicial to the company.

g) Since the unsecured loan taken by the company is repayable on demand, so we are unable to comment on the regularity of principal and interest.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with The size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system.

5. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956.

a) Based on audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us; we are of the opinion that the particulars of contracts or agreements referred to in section 301 of the Act have been entered in the register required to be maintained under that section. b) According to the information and explanations given to us, the transactions made in pursuance of such contracts or agreements have been made at prices, which are reasonable, having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within be meaning of section SSA, 5SAA or any other relevant provisions of the act, and the rules framed there under and therefore not applicable to The Company.

7. In our opinion and, the company has an internal audit system commensurate with the size of the company and the nature of its business.

8. The maintenance of cost records has not been prescribed by the Central Government under section 209(1 )(d) of the Companies act, 1956-

9. a) Undisputed statutory dues including Provident Fond, Investor Education & Protection Fund, Employee's

Slate Insurance, income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, wherever applicable have generally been regularly deposited with the appropriate authorities during the year.

b) According to the information and explanation given to us, no undisputed amounts payable it) respect of Income Tax, Sales Tax, Custom Duty, Excise Duty and cess were outstanding at the yearend for a period of more than six months from the date they become payable.

c) According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax Custom Duty, Excise Duty and cess which have not been deposited on account of any dispute.

10. The Company does not have accumulated losses at the end of the year and the company has not incurred cash losses during current and the immediately preceding such financial year.

11. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions, banks and debones & other securities.

12. The Company has not granted any loans, and advances on the basis of security by way of pledge of shares, debentures and other similar securities during year.

13. The provisions of any special statute applicable to Chit Fund, Niche or Mutual Benefit Society are not applicable to the Company.

14. in our opinion and according to information and explanations given to us, the Company has maintained proper records of transactions and contracts in respect of Trading in securities., debentures and other investments and timely entries have been made therein, All shares, debentures and other investments have been held by the company in its Own name.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. Based on information and explanations given to us by the management, the company has not received any term loans.

17. According to the information and explanations given to us and overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term basis.

18. We are informed that the company has not made any preferential allotment of shares to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956,

19. The Company has not issued any Debentures and hence requirements of reporting regarding creation of security or charge in respect of debentures issued do not arise.

20. The Company has not raised any money by public issue during the year.

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For Wadhwa & Co, Place: New Delhi.

Date:07 September 2012 Chartered Accountants

(FCA SUSHIL WADHWA) M.No.- 091435