Auditor Report of Grover Jewells Ltd.

Mar 31, 2025

GROVER JEWELLS LIMITED (formerly known as GROVER CHAIN PRIVATE LIMITED) Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of GROVER JEWELLS LIMITED (formerly known as GROVER CHAIN PRIVATE LIMITED) (“the Company”), which comprise the balance sheet as at 31st March 2025, and the statement of profit and loss, the Cash Flow Statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

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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 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, and its profit, 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 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 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.

Information other than the financial statements and auditors’ report thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Board’s 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 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 Financial Statements.

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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 financial statements that give a true and fair view of the financial position, financial performance, (changes in equity) and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards 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 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, 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.

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

Auditor’s Responsibilities 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 skepticism 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 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 system in place and the operating effectiveness of such controls.

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• 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.

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 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 in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 and the Statement of Profit and Loss and Cash Flows Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Standalone financial statements comply 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 the directors as on 31st March, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 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 A”. 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 the other matters to be included in the 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:

a. The Company does not have any pending litigations which would impact its financial position.

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

c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

d. i The management has represented that, to the best of it’s knowledge and belief,

other than as disclosed in the notes to the accounts, 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 or entity, including foreign entities (“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 it’s knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity, including foreign entities (“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 which we have 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) contain any material mis-statement.

^e- Based on our examination which included test checks the company have used

an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with

Additionally, the audit trail, where enabled, has been preserved by the company as per the statutory requirements for record retention.

f. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended, we report that section 197 is not applicable on private company. Hence reporting as per section 197(16) is not required.

g. The company has not declared or paid any dividend during the year is in accordance with section 123 of the Companies Act 2013”, Hence clause not applicable.

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Mar 31, 2024

A. We have audited the accompanying Financial Statements of GROVER CHAIN
PRIVATE LIMITED ("the Company”), which comprise the Balance Sheet as at March
31, 2024, the Statement of Profit and Loss and the Statement of Cash Flows for the
year ended on that date, and a summary of the significant accounting policies and
other explanatory information (hereinafter referred to as “the Financial
Statements”).

B. 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 Accounting Standards prescribed under section 133
of the Act read with the Companies (Accounting Standards) Rules, 2006, as
amended, ("AS") and other accounting principles generally accepted in India, of
the state of affairs of the Company as at March 31,2024, the profit and its cash flows
for the year ended on that date.

2. Basis for Opinion

We conducted our audit of the Financial Statements in accordance with the Standards
on Auditing specified under section 143(10) of the Act (SAs). 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 (ICAI) together with the independence 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 ICAI''s 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 Financial Statements.

3. Other Information - Board of Directors’ Report

A. The Company''s Board of Directors is responsible for the preparation and
presentation of its report (herein after called as “Board Report”) which comprises
various information required under section 134(3) of the Companies Act 2013 but
does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the Board Report and we
do not express any form of assurance conclusion thereon.

B. In connection with our audit of the financial statements, our responsibility is to read
the Board Report and in doing so, consider whether the Board Report 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 in this Board Report, we are required to report that fact. We have
nothing to report in this regard.

4. Management''s Responsibility for the Financial Statements

A. The Company''s Board of Directors is responsible for the matters stated in section
134(5) of the Act with respect to the preparation of these Financial Statements
that give a true and fair view of the financial position, financial performance,
and cash flows of the Company in accordance with the 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 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 financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.

B. 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.

5. Auditor’s Responsibilities for the Audit of the Financial Statements

A. 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.

B. As part of an audit in accordance with SAs, we exercise professional judgment
and maintain professional skepticism throughout the audit. We also:

i) 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.

ii) 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 with reference
to financial statements in place and the operating effectiveness of such controls.

iii) Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by

management.

iv) 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,

v) 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.

C. 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.

D. 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.

E. 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.

II. 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 in terms of Section 143(11) of the Act, we give in "Annexure-I" a

statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit 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 except for the
matters stated in the paragraph 2(F) below on reporting under Rule 11 (g) of the
Companies (Audit and Auditors) Rules, 2014.

C. The Balance Sheet, the Statement of Profit and Loss and the Statement of Cash
Flow dealt with by this Report are in agreement with the relevant books of
account.

D. In our opinion, the aforesaid financial statements comply with the AS 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 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. The modifications relating to the maintenance of accounts and other matters
connected therewith are as stated in the paragraph 2(B) above on reporting
under Section 143(3) (b) of the Act and paragraph 2(H) (vi) below on reporting

'' under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014.

G. With respect to the adequacy of the internal financial controls with reference to
financial statements of the Company and the operating effectiveness of such
controls, refer to our separate Report in “Annexure-ll”. Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the
Company''s internal financial controls with reference to financial statements.

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, 2020, 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 which would impact its
financial position. Refer Note 25 to the financial statements.

ii) The Company did not have any long term contracts including derivative
contracts for which there were any material foreseeable losses. Refer Note 26 to the
financial statements.

iii) There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company as on 31 March, 2024. Refer Note
27 to the financial statements.

iv. (a) The management has 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 recorded in writing or otherwise, that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the
Company or

• provide any guarantee, security or the like to or on behalf of the Ultimate
Beneficiaries.

(b) The management has represented, that, to the best of its knowledge and belief
no funds have been received by the Company from any persons or entities, including
foreign entities ("Funding Parties"), with the understanding, whether recorded in
writing or otherwise, that the Company shall:

• directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding
Party or

• provide any guarantee, security or the like from or on behalf of the Ultimate
Beneficiaries.

(c) Based on such audit procedures as considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe
that the representations under subclause (iv) (a) and (iv) (b) contain any material
misstatement.

v. The Company has not declared or paid any dividend during the year.

vi. Based on our examination which included test checks, the Company has used
various accounting and related softwares for maintaining its books of accounts
wherein the audit trail (edit log) feature was not enabled throughout the year for the
accounting software used by the Company for maintaining its books of accounts.
Further, the Company has enabled audit trail (edit log) feature for part of the year

___ in the accounting software for maintaining its books of accounts and operated

during the year.

Further, during the course of our audit, we did not come across any instances of
audit trail (edit log) feature being tampered with for aforesaid accounting software
for the part of the year for which the audit trail feature was enabled and operating.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from
April 1,2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules,

2014 on preservation of audit trail as per the statutory requirements for record
retention is not applicable for the year ended March 31,2024.

I. With respect to the other matters to be included in the Auditor''s Report in accordance
with the requirements of section 197 (16) of the Act, as amended, we report that
section 197 is not applicable on private company. Hence reporting as per section
197(16) is not required.

For Gupta Mangla & Associates
Chartered Accountants

Firm Registration Number: 004810C

Place: New Delhi ,

Manoj K. Gupta
Partner

Membership Number: 083649

Date: 0 6 SEP 2024 ^UDIN: