Varun Mercantile Ltd Auditor Reports

To the Members of Varun Mercantile Limited Reporton theAuditofthe Financial Statements Opinion

We have audited the Financial Statements ofVarun Mercantile Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2025, the statement ofProfit and Loss (including Other Comprehensive Income), the statement of Changes in Equity and Statement of Cash Flows for the year ended on that date, and notes to the Financial Statements, including a summary of significant accounting policies and other explanatory information.

In ouropinion and to the bestofour informationand accordingtothe explanations given to us, the aforesaid Financial Statements give the information required bythe Companies Act, 2013 ["theAct") inthe mannerso required and give a true and fairviewin conformitywith the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards] Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, ofthe state ofaffairs ofthe Company as at March 31, 2025, its Profit, including other comprehensive income, its cash flows and the changes in equityfortheyearended onthat date.

Basisfor Opinion

We conducted our audit ofthe Financial Statements 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 Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent ofthe Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India (ICAI) 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 ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the Financial Statements.

KeyAuditMatters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit ofthe Financial Statements of the current period. These matters were addressed in the context of our audit ofthe 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 inourreport.

Reporting ofkey audit matters as per SA 701, Key Audit Matters are not applicable to the Companyas itis an unlisted company.

Information OtherThanthe FinancialStatementsandAuditors ReportThereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in theAnnual report, butdoes not include the Financial Statements and ourauditors reportthereon.

Our opinion on the Financial Statements does not cover the other information and we do notexpress anyform ofassuranceconclusionthereon.

In connection with our audit ofthe Financial Statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the Financial Statements or our knowledge obtained in the audit or otherwiseappears to bemateriallymisstated. If,based on theworkwe have performed,we concludethatthere is a material misstatementofthis other information,we are required to reportthatfact.Wehavenothingto reportinthis regard.

Responsibilityofthe ManagementfortheFinancialStatements

The Companys Board ofDirectors is responsibleforthe matters stated insection 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 includingothercomprehensive income, changesin equityand cashflows ofthe Companyin accordancewith the accountingprinciples generallyaccepted in India, includingthe Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 accountingpolicies, makingjudgments and estimates thatare reasonable and prudent; and design, implementation and maintenance ofadequate internal financial controls, thatwere operatingeffectivelyforensuringthe accuracyand completeness oftheaccountingrecords, relevantto the preparation and presentation ofthe financial statementthatgive a true and fairviewand arefree frommaterial misstatement,whetherdueto fraud orerror.

In preparing the Financial Statements, management is responsible for assessing the Companys abilityto 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 butto do so.

The Board of Directors are also responsible for overseeing the Companys financial reportingprocess.

Auditors ResponsibilitiesfortheAuditofthe FinancialStatements

Our objectives are to obtain reasonable assurance aboutwhether the Financial Statements as awhole are free from material misstatement,whether due to fraud or error, and to issue an auditors 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 ofusers taken on the basis of these Financial Statements.

As a part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughoutthe audit.Wealso:

. 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 ofnot detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, orthe override of internal control.

. Obtain an understanding ofinternal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3](i) oftheAct, we are also responsible for expressing our opinion onwhetherthe Company has adequate internal financial controls system in place and the operating effectiveness ofsuch controls

. Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures madebythe management.

. Conclude on the appropriateness of managements use of going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that maycast significant doubton the Companys abilityto continue as a goingconcern. If we conclude thata material uncertaintyexists, we are required to draw attention in our auditors report to the related disclosures in the Financial Statements or, ifsuch disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to ceasetocontinueasagoingconcern.

. Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlyingtransactionsand eventsina mannerthatachievesfairpresentation.

We communicate with those chargedwith governance regarding, amongother matters, the planned scope and timing of the audit and significant audit findings, including any significantdeficiencies ininternal controlthatwe identifyduringouraudit.

We also provide those charged with governance with a statement that we have complied with the relevant ethical requirements regarding independence, and to communicate with them all relationships and other matter thatmaybe reasonablybe thought to bear on our independence,andwhereapplicable, relatedsafeguards.

Reporton OtherLegaland RegulatoryRequirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the CompaniesAct, 2013, we give in the Annexure "A", a statementon the matters specified in paragraphs 3 and4ofthe Order,totheextentapplicable.

2. As required bySection 143(3) oftheAct,based on ourauditwe reportthat: a) Wehave soughtand obtained alltheinformation and explanationswhich to thebest ofourknowledgeand belief werenecessaryforthe purposes ofouraudit.

b) In our opinion, proper books ofaccount as required by law have been kept by the Companysofaras itappears from ourexamination ofthose books.

c) The Balance Sheet,the StatementofProfitand Loss includingthe StatementofOther Comprehensive Income, Statement ofChanges in Equity and the Statement ofCash Flowdealtwith bythis Reportareinagreementwiththebooks ofaccount.

d) in our opinion, the aforesaid Financial Statements complywith the Ind AS specified under Section 133 ofthe Act, read with Rule 7 ofthe Companies (Accounts) Rules, 2014.

e) On the basis ofthe 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) oftheAct. f) With respect to the adequacy of the internal financial controls with reference to Financial Statements and the operating effectiveness ofsuch controls, refer to our separatereportin"AnnexureB"tothisreport.

g) With respect to the other matters to be included in the Auditors Report in accordancewith the requirements ofSection 197(16] ofthe Act, as amended, in our opinion and according to the information and explanation given to us, the same are notapplicabletothe Company

h) With respect to the other matters to be included in the Auditors 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 explanationsgiven to us:

i. The Company does not have any pending litigations which would impact its financialposition.

ii. The Company did not have any long-term contracts including derivative contracts forwhich therewerematerial foreseeablelosses.

iii. There were no amounts required to be transferred to the Investor Education and Protection Fund bythe Company.

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 securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (the intermediaries], with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectlylend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (the Ultimate Beneficiaries] or provide any guarantee, security or the like on behalf 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 person(s) or entity(ies), including foreign entities (the 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, securityorthe like on behalf ofthe Ultimate Beneficiaries; and

(c) Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that causes us to believe that the management representations under subclauses (a) and [b] above contain any material misstatement.

V. The company has not declared any dividend for the year ended 31st March, 2025.

vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books ofaccount for the financial year ended March 31, 2025 which has 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 ofour audit we did not come across any instance ofthe audit trail feature beingtampered with and the audit trail has been preserved by the Company as per the statutoryrequirements for record retention.

For NI Karia &Associates Chartered Accountants (Registration No: 106742W)

Dipika G Patel Partner

Membership No.: 146359 UDIN: 25146359BMTELR8562

Place: Mumbai Date: 28.05.2025

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE FINANCIALSTATEMENTSOFVARUN MERCANTILE LIMITED

(Referred to in paragraph 1, under Report on Other Legal and Regulatory Requirements sectionofourReportofeven date)

On the basis of such checks as we considered appropriate and according to the informationandexplanationgiventous duringthecourse ofouraudit,we reportthat:

i). a) The Company does not have any Property, Plant and Equipment and intangible assets during the year under consideration, hence the requirement to report on clause 3(i)(a), 3(i)(b), 3(i)(c) and 3(i)(d) of the Order is not applicable to the Company.

e) There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property TransactionsAct, 1988and rulesmadethereunder.

ii] a) The Company does not have inventory during the year under review, hence the requirement to report on clause 3(ii)(a) of the Order is not applicable to the Company.

b) Accordingto the information and explanation given to us and on the basis ofour examination of the books of account the company has not been sanctioned working capital limits in excess offive crone rupees, in aggregate, from banks or financial institutions onthebasis ofsecurityofcurrentassets duringany point of time ofthe year, the requirement to report on clause 3(ii)(b) ofthe Order is not applicabletotheCompany.

iii] (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not provided any loans, advances in the nature of loans, provided guarantee and security to any otherentity.

(b) During the year the Company has not made any investments or not provided guarantees, orgivensecurityorgrantedloansand advances inthenature ofloans and guarantee.

(c) Thereare no stipulations forrepaymentofloans &Advancesorinterest.

(d) There are no amounts ofloans granted which are overdue for more than ninety days.

(e) There were no loans which had fallen due during the year, that have been renewed or extended or fresh loans granted to settle the overdues of existing loansgiventothesameparties.

(f) The Companyhas notgranted anyloans oradvances inthe nature ofloans, either repayable on demand or without specifying anyterms or period ofrepayment to companies, firms, Limited Liability Partnerships or any other parties.

Accordingly, the requirement to report on clause 3(iii)(f] of the Order is not applicabletotheCompany.

iv) The Companyhas notgranted any loans orprovide any guarantees or securities to parties covered under Section 185 oftheAct. Further, provisions ofsections 186 of the Companies Act, 2013 in respect ofloans, investments, guarantees and security havebeen compliedwithbytheCompany.

v) According to the information and explanations given to us and on the basis ofour examination of the books of account, the Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be depositswithinthe meaningof sections 73to 76oftheCompaniesActandtherules made thereunder, to the extent applicable. Accordingly, the requirement to report on clause 3(v) ofthe Orderis notapplicabletothe Company.

vi] The Central Government of India has not prescribed the maintenance of cost records underSection 148(1) ofthe2013Act.

vii)(a) According to the records of the company, undisputed statutory dues including Goods and Services Tax, Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Service Tax, duty ofCustoms, duty ofExcise, Value added tax, cess and any other statutory dues applicable to ithave generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2025 foraperiod ofmorethansixmonthsfromthe datetheybecamepayable.

(b) According to the information and explanations given to us, there is no amounts payable in respect ofGoods and Services Tax, Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Service Tax, duty of Customs, duty of Excise, Value added tax, cess and any other statutory dues which have not been deposite don account of any disputes.

viii)The Company has not surrendered or disclosed any transaction, previously unrecorded in the books ofaccount, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) ofthe Orderisnotapplicableto the Company.

ix) (a) The Company has not taken any loans during the year hence the question of defaulting in repayment of loans or other borrowings or in the payment of interestthereontoanylenderdoes notarise.

(b) The Company has not been declared wilful defaulter by any bank or financial institution orgovernmentoranygovernmentauthority.

(c) The Company has nottaken anyTerm loans duringthe year underaudit. Hence, the requirement to report on clause 3(ix)(c) ofthe Order is not applicable to the Company.

[d] On an overall examination ofthe financial statements ofthe Company, no funds have been raised duringtheyearunder review. Hence, the requirementto report on clause 3(ix)(d) ofthe Order for usage offunds on short-term basis have been used forlong-term purposesbytheCompanyisnotapplicabletothe Company

(e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account ofor to meet the obligations of its subsidiaries, associates or joint ventures. Hence, the requirement to report on clause 3[ix)(c) of the Order is not applicable to the Company.

(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies. Hence, the requirement to report on clause 3(ix)(f] of the Order is not applicable to the Company.

x) a) Based on ourauditprocedures and on the information given bythe management, we report that the company has not raised any funds through initial public offer or further public offer (including debt instruments) during the year under audit and hence, the requirement to report on clause 3(x)(a) of the Order is not applicableto theCompany

b) Based on our auditprocedures and onthe informationgiven bythe management, we report that the Company has not made any preferential allotment or private placement of shares /fully or partially or optionally convertible debentures during the year under audit and hence, the requirement to report on clause 3(x)(b) oftheOrderisnotapplicabletotheCompany.

xi] (a) Based upon the audit procedures performed for the purpose of reporting the true and fair view ofthe financial statements and according to the information and explanations given by the management, no fraud by the Company or no material fraud onthe Companyhasbeennoticed orreported duringtheyear.

(b) During the year no report under sub-section (12) ofSection 143 ofthe Act has been filed by Cost Auditor or Secretarial Auditor or us, in Form ADT - 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with theCentral Government, duringtheyearanduptothedate ofthisreport.

(c) Accordingto the information and explanations given to us the Company has not receivedanywhistleblowercomplaints duringtheyear.

xii) The Company is not a nidhi Companyas per the provisions ofthe Companies Act, 2013. Therefore, the requirement to report on clause 3(xii](a), (b) and (c) ofthe Orderisnotapplicabletothe Company.

xiii) Accordingtothe informationand explanations givento us, alltransactionswiththe related parties are in compliance with section 177 and 188 ofThe Companies Act, 2013 as applicable and the details have been disclosed in the Financial Statements asrequiredbytheapplicable accountingstandards. xiv)(a)In our opinion, the Company has an adequate internal audit system commensuratewiththesizeand nature ofitsbusiness.

(b) We have considered, the internal audit reports issued during the year and till thedate ofthe auditreportcoveringperiod upto 31stMarch, 2025.

xv) According to the information and explanation given to us and based on our examination ofthe record ofthe company, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3[xv) ofthe Order is not applicable to the Company.

xvi) (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are notapplicableto the Company. Accordingly, the requirement to report on clause 3(xvi](a) oftheOrderis notapplicabletotheCompany.

(b) The Company has notconducted any Non Banking Financial or Housing Finance activities without obtaining a valid Certificate of Registration (COR) from the Reserve BankofIndiaasperthe Reserve BankofIndiaAct, 1934.

(c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank ofIndia. Accordingly, the requirementto report on clause 3(xvi)(c) ofthe Orderisnotapplicabletothe Company.

(d) As represented by the management, the Group does not have any Core Investment Company (CIC) as part of the Group as per the definition of Group containedinthe Core InvestmentCompanies (Reserve Bank) Directions, 2016.

xvii) According to the information and explanation given to us, the Company has not incurred cash losses inthe currentyearand in the immediatelypreceding financial year.

xviii) There has been no resignation of the statutory auditors during the year and accordingly requirementto report on Clause 3(xviii) ofthe Order is not applicable totheCompany.

xix) On the basis ofthe financial ratios disclosed in Note 28 to the financial statements, ageingand expected dates ofrealizationoffinancial assets and payment offinancial liabilities, otherinformation accompanyingthe financialstatements, ourknowledge ofthe Board ofDirectors and management plans and based on our examination of the evidence supportingthe assumptions, nothinghas come to our attention, which causes us to believethat any material uncertainty exists as on the date ofthe audit report that Company is not capable ofmeeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheetdate.

xx) The provisions of Sec 135 of the Companies Act, 2013 are not applicable to the Company. Hence, the requirement to report on clause 3[xx) of the Order is not applicabletothe Company. xxi) The companyhas notmade investments in the subsidiary company. Therefore, the companydoes notrequireto prepareaconsolidated financial statement. Therefore, the provisions ofClause (xxi) ofparagraph 3 ofthe order are not applicable to the Company

ForN IKaria &Associates CharteredAccountants (Registration No: 106742W)

DipikaG Patel Partner

Membership No.: 146359 UDIN: 25146359BMTELR8562

Place: Mumbai Date: 28.05.2025

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE FINANCIALSTATEMENTS OF VARUN MERCANTILE LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct, 2013 ("the Act")

We have audited the internal financial controls with reference to Financial Statements of VARUN MERCANTILE LIMITED ("the Company") as of March 31, 2025 in conjunction with our audit ofthe Financial Statements ofthe Companyforthe year ended on thatdate.

Managements ResponsibilityforInternal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued bythe Institute of Chartered Accountants of India ("ICAl"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation ofreliable financial information, as required underthe CompaniesAct, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to these Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) ofthe Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to these Financial Statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing proceduresto obtain audit evidence aboutthe adequacy ofthe internal financial controls system with reference to these Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to these Financial Statements included obtaining an understanding of internal financial controls with reference to these Financial Statements, assessing the risk that a material weakness exists, and testingand evaluatingthe design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorsjudgement, including the assessment ofthe risks of material misstatement ofthe financial statements, whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system with reference tothese Financial Statements.

MeaningofInternal Financial Controlswith reference tothese Financial Statements

A companys internal financial control with reference to these Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference tothese Financial Statements includesthose policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflectthe transactions and dispositions oftheassets ofthe company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordancewith authorisations of management and directors ofthe company, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on thefinancial statements.

Inherent Limitations of Internal Financial Controls with reference to these Financial Statements

Because of the inherent limitations of internal financial controls with reference to these Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to these Financial Statements to future periods are subject to the risk that the internal financial control with reference to these Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls with reference to these Financial Statements and such internal financial controls with reference to these Financial Statements were operating effectively as at March 31, 2025, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the Institute ofChartered Accountants of India.

ForN I Karia&Associates CharteredAccountants (Registration No: 106742W)

Dipika G Patel Partner

Membership No.: 146359 UDIN: 25146359BMTELR8562

Place: Mumbai Date: 28.05.2025