A. We Have Audited the Accompanying Financial Statements of HEADS UP VENTURES
LIMITED (“the Company”), which comprises the Balance Sheet as at March 31, 2025, the
Statement of Profit and Loss, the Statement of Cash Flows for the year ended on that date
and a summary of Significant Accounting Policies and Other explanatory information
(hereinafter referred to as “the Financial Statement”).

B. In our opinion and to the best 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 true and fair view in conformity with
the accounting standards prescribed under Section 133 of the Act read with the
companies (Accounting Standard) Rules, 2015, as amended, (“AS”) and other accounting
principles generally accepted in India;

i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2025;

ii) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

iii) In the case of the Cash Flow Statement, of the 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 Responsibility 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 provision of the Act and Rules made there under, 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. Emphasis of Matter Paragraph

Without qualifying our Opinion, we draw attention that the Company has not made
provision for gratuity of employees for the year ended as on 31^st March, 2025 hence it
has not complied with provision of Accounting Standard-15 “Employees Benefit” issued
by ICAI.

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 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, and cash flows of the Company in accordance with the accounting
principles generally accepted in India including the Indian Accounting standards
Prescribed under Section 133 of the Act. This Responsibility also includes Maintenance
of Adequate Accounting Records in Accordance with the for Provision of the Act for
Safeguarding of the Assets of the Company and for Preventing and Detecting the 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 Control, That were
Operating Effectively for ensuring the Accuracy and Presentation of the Financial
Statements give a true and fair view and are free from material misstatement, whether
due to fraud or error.

B. In Preparing the Financial Statement, 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 Responsibility for the Financial Statement:

A. Our Responsibility is to express an Opinion on these Financial statements based on our
Audit. In Conducting our Audit, we have taken into Account the Provisions of the Act; the
Accounting and Auditing standards and matters which are Required to be included in the
Audit Report under the Provisions of the Act and Rules made there under.

B. 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 is 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.

C. 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 relevant to the audit in order to
design audit procedures that are appropriate in the circumstances but not for
the purpose of expressing an opinion on the effectiveness of the Company's
internal control systems.

iii. Evaluate the Appropriateness of Accounting Policies used and the
Reasonableness of Accounting Estimates and Related Disclosures made by the
Management.

iv. 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 Conditions that 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.

D. 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 factor in (i) planning the scope of our

audit work and in evaluating the results of our work and qualitative results of our work;
and (ii) to evaluate the effect of any identified misstatements in the financial statements.

E. 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.

F. 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 matter than may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

G. 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.

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 of India in terms of section 143(11) of the Act, we give in the

“Annexure A”, 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 appears from our examination of those books.

C. The Balance sheet, the statement of Profit and Loss, Statement of Changes in
Equity and the Statements of Cash Flow 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
Indian 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
March 31, 2025 taken on record by the Board of Directors, none of the directors
is disqualified as on March 31, 2025 from being Appointed as a director is 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”.

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) Rule. 2014, as
amended in our opinion and to the best of our information and according to the
explanation given to us:

i. The Company does not have any pending litigation which would impact its
financial position.

ii. The company did not have any long-term contracts including derivative
contracts for which they were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred,
to the Investor Education and Protection Fund by the Company.

iv. Based on our Examination, which included test checks, the company has used
accounting software for maintaining its books of account for the financial year
ended March 31, 2025 which has a feature of recording Audit Trail (edit log)
facility. However, the same has not been operated throughout the year for all
relevant transactions recorded in the software.

For, J Singh & Associates
Chartered Accountantes
FRN : 110266W

Amit Joshi

Partner

M. No.: 120022

Date: 13^th May, 2025
UDIN: 25120022BMIJZE7228