Varyaa Creations Ltd Auditor Reports

To the Members of Varyaa Creation Limited

Report on the Audit of Financial Statements

Opinion

We have audited the accompanying financial statements of Varyaa Creation LImited (hereinafter referred to as "the Company"), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit the accounting yearthenended,andasummaryofthesignificant policies and other explanatory information (hereinafter referred to as "the financial statement").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid

Companies Act, 2013 in the manner so required financial and give a true and fair view in conformity with the accounting principles generally accepted in India including affairsASspecified (Financial Position) of the Company as at 31 March, 2025, and its profit 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 specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the

Auditors Responsibilities for the Audit of thefinancialstatements 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 ethical requirements that are relevant to our audit of thefinancialstatements under the provisions of the ActandtheRulesmadethereunder,andwehavefulfilledour other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficientand financial statements.

Information other than the Financial Statements and Auditors Report thereon

The Companys Board of Directors are responsible for the other information. The other information does not include the financial statements and our auditors report thereon.

Our opinion on the financialstatements 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 in doing so, consider whether the other information is materially inconsistent with thefinancialstatements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

The Directors Report is not made available to us at the date of this auditors report. We are nothing to report in this regard.

Emphasis of Matters

1. We draw your attention to note 4 of the financial results wherein SEBI has passed an interim order dated 14th May 2025 (order no. WTM/AB/CFD/SEC- 4/31401/2025-26) raising certain prima facie observation on utilisation of issue proceeds however, The Company has denied the allegation made in interim order wide letter dated 03/06/2025 to Securities and Exchange Board of India (SEBI). The Company seeking further legal recourse for the same.

2. We draw your attention to note 5 of the financial results wherein Balances of trade payables, trade receivables, advances received, are subject to reconciliation and confirmation. The management is in the process of reconciling the same

3. We draw your attention to note 6 of the financial results wherein the company has not paid undisputed Income tax for the financial year ended on 31st March, 2024 amounting to 114.19 Lacs.

4. We draw your attention to note 7 of the financial results wherein the valuation of inventory valuing

1825.08 lakhs has been taken from the valuation report given by registered valuer as the valuation of Gems and jewelry requires technical expertise.

5. We draw your attention to note 9 of the financial results wherein During the year ended on 31st March

2025, the company had issued 13.40 Lakhs equity shares by way of public issue at a price of Rs 150 per equity share, the total amount of public issue was Rs 2010 Lakhs. For utilisation of issue proceeds for the purpose shown in the prospectus we draw your attention to Note 4 of financial results.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Theaccompanyingfinancial have been approved by the Companys Board of Directors. The

Companys Board of Directors are responsible for the matters stated in section 134(5) of the Act with respectto thepreparationofthesefinancial that give a trueandfairviewofthefinancialposition, financial performance and cash flow of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards (AS) specifiedunder 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 asset 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 the accuracy and completeness of the accounting controls, that wereoperatingeffectively 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.

the Inpreparingthefinancial board of director are responsible for assessing the Companys 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 the operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the companys financial reporting process.

Auditors Responsibility

Our objectives are to obtain reasonableassuranceaboutwhetherthefinancialstatements as a whole 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 of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financialstatements, 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 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 financialcontrols 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 managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or

Companys ability to continue as a going concern. If conditionsthatmay castsignificant we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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.

Report on Other Legal and Regulatory Requirements

1. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

2. As required by the Companies (Auditors Report) Order, 2020 (‘the Order) issued by the Central Government of India in terms of section 143(11) of the Act , is attached in Annexure A here with.

3. Further to comment in annexure A, as required by Section 143 (3) of the Act, we report, to the extent applicable, 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 dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualifiedas on March 31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.

a) 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 Companys internal financial controls over financial reporting.

(f) 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, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

i. The Company as detailed has disclosed there is no impact of pending litigations on its financial position as at 31 March 2025.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2025

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2025

4. 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 or entity, including foreign entities (‘the 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 (‘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, as disclosed in notes to the financial statements, no funds have been received by the Company from any person or entity, 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 or provide any guarantee, security or the like on behalf of FundingParty(‘UltimateBeneficiaries) the 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 has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

5. The Company has not declared or paid any dividend during the year ended 31 March 2025.

6. As required by the Companies (Auditors Report) Order, 2020 (the "Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

7. Based on our examination which included test checks and information given to us, the Company has used accounting software for maintaining its books of account, which have a feature of recording audit trail (edit log), but the company has not activated the feature of audit trail (edit log) facility throughout the year for all relevant transactions recorded in the respective software.

Other Matter

Opening Balance -The financial statements of the Company for the year ended 31 March 2024 were audited by another auditor who expressed an unmodifiedopinion on those statements dated 30th May 2024. As part of our audit of the current period, we have relied on the opening balances as reported by the predecessor auditor, which have been properly brought forward and reflect the application of appropriate accounting policies. Our audit procedures included reading the prior period financial statements and the predecessor auditors report thereon, and performing audit procedures as considered necessary to obtain appropriate evidence regarding the opening balances.

	For Hiren Buch Associates
	Chartered Accountants
	FRN: - 116131W
	Hiren Buch
	Partner
	M.No: 045767
	UDIN: 25045767BMKNYQ7213
Date: 28th June, 2025
Place: Mumbai

"Annexure A" to the Independent Auditors Report of even date on the Financial Statement of Varyaa creation Limited

Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement of our report of even date to the financial statements of the Company for the year ended March 31st, 2025:

i) In respect of the Company Fixed Assets:

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

ii) The Company is not having has maintained proper records showing full particulars of intangible assets.

b) According to the information and explanation given to us and on the basis of our examination of the records of the Company, the property, plant, and equipments have been physically verified by the management in a phased manner, designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and nature of its business. Pursuant to the program, a portion of the fixed asset has been physically verified by the management during the year and no material discrepancies between the books records and the physical fixed assets have been noticed.

c) The Company is not having immovable properties and therefore the clause (c) of the order is not applicable to the Company.

d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year.

e) According to information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

ii) a) The inventory, has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable, and procedure and coverage as followed by management were appropriate. No discrepancies were noticed on verification between the physical stocks and the book records that were more than 10% in the aggregate of each class of inventory.

b) According to the information and explanation given to us and on the basis of examination of the records of the Company, the Company has not been sanctioned working capital limits in excess of fivecrore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets, hence clause ii(b) of the order is not applicable to the Company.

iii) According to the information and explanation given to us and on the basis of our examination of the records of the Company, the Company has not made any Investment, granted loans, and provide guarantees or security to Companies, firms, Limited liability partnership or any other parties during the year. accordingly sub clause (a) to (e) is not applicable to the Company, details of loan repayable on demand or without specifying any terms disclosed in sub clause (f) as below.

(f) During the year the Company has not granted loan and therefore clause (f) of the order is not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, the company has not granted any loans or provided any guarantees or security to the parties covered under section 185 of the Act. The Company has complied with the provision of the section 186 of the Act in respect of Investment made or loan or guarantee or security provided to the parties covered under section 186 of the Act.

v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

vi) In pursuant to the rules made by the Central Government of India the company is not requested to maintain cost records as specified under section 148(1) of the act in respect of its products.

vii) A) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1 July 2017, these statutory dues have been subsumed into GST.

According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including 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 with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2025 for a period of more than six months from the date on when they become payable. Except Income Tax demand of Rs 114.19 Lakhs which was outstanding over a period of six months as on balance sheet date

B) According to the information and explanation given to us, and on the basis of our examination of the records of the Company, statutory dues relating to Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues which have not been deposited on account of any dispute except as follows:

Name of the	Nature of the	Amount	Period to which the	Forum where the
Statute	Dues		amount relates.	dispute is pending
--	--	--	--	--

viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.

ix) a) According to the records of the company examined by us and the information and explanation given to us, the company has not defaulted in repayment of loans and borrowings or interest thereon to any lender. b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared a wilful defaulter by any bank or financial institution or government or government authority. c) In our opinion and according to the information and explanations given to us by the management the company has not taken any term loan during the year hence this clause of the order is not applicable to the Company. d) According to the information and explanations given to us and on an 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 purposes by the Company. e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries or joint venture as defined under the Act. f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures companies as defined under the Act.

x) a) During the year Company has raised Rs 2010 Lakhs by way of initial public offer, SEBI has passed an interim order dated 14th May 2025 (order no. WTM/AB/CFD/SEC- 4/31401/2025-26) raising certain prima facie observation on utilisation of issue proceeds however, The Company has denied the allegation made in interim order wide letter dated 03/06/2025 to Securities and Exchange Board of India (SEBI). The Company seeking further legal recourse for the same.

b) According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of the shares or convertible debentures (Fully, partially or optionally convertible) during the year.

xi) a) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

b) According to the information and explanations given to us, no report under sub-section (12) of

Section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government.

c) As represented to us by the Management, there are no whistle blower complaint received by the Company during the year.

xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii)(a),3(xii) (b) and 3(xii)(c) of the Order are not applicable to the Company.

xiii) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company is not having an internal audit system commensurate with the size and nature of its business.

(b) We have not received the internal audit reports of the Company issued till date for the period under audit.

xv) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

xvi) According to information and explanation given to us ,we are of the opinion that the Company is not required to be registered under section 45-IA of Reserve bank of India Act , 1934 and the company is not a Core Investment Company (CIC) as defined in the regulation made by the Reserve bank of India, accordingly the provision of cluse (3xvi) of the order is not applicable.

xvii) The Company has not incurred cash losses in the current and in the immediately preceding financial year.

xviii) There has been change of the statutory auditors during the year. We have taken into consideration the issues, objections or concerns raised by the outgoing auditors;

xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financialassetsandpaymentoffinancialliabilities, other information our knowledge of the Board of Directors and management accompanyingthefinancial plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xx) (a) In our opinion and according to the information and explanations given to us the company is not having any other project and therefore clause (a) and (b) of the order are not applicable to the Company.

(b) As the company is not having net profit in excess of Rs 5 crores, this Clause is not applicable to the Company.

	For Hiren Buch Associates
	Chartered Accountants
	FRN: - 116131W
	Hiren Buch
	Partner
	M.No: 045767
	UDIN: 25045767BMKNYQ7213
Date: 28th June, 2025
Place: Mumbai

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT -31st MARCH 2025

(Referred to in paragraph A(f) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company is not having, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controlsoverfinancialreportingwerenotoperatingeffectivelyas at 31st March, 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 on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (The ‘Guidance Note).

Managements Responsibility for Internal Financial Controls

The Companys management and Board of Directors of the Company are 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 by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal ensuring the orderly and efficient conduct of financial controlsthatwereoperatingeffectively its business, including adherence to respective 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 of reliable financial information, as required under the CompaniesAct, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the

Company 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) of the

Companies Act, 2013, to the extent applicable to an audit of internal financial controls with reference to standalone Ind AS Standalone Financial Statements. 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 over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Company.

Meaning of Internal Financial Controls with Reference to standalone Ind AS Standalone Financial Statements

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Financial

Statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the Standalone Financial Statements.

Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, 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 over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

	For Hiren Buch Associates
	Chartered Accountants
	FRN: - 116131W
	Hiren Buch
	Partner
	M.No: 045767
	UDIN: 25045767BMKNYQ7213
Date: 28th June, 2025
Place: Mumbai