We have audited the accompanying Standalone Financial Statements of Inventure Growth & Securities Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2024 the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of material accounting policies (hereinafter referred to as “the Standalone Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effect of the matter described in the ‘Basis for Qualified Opinion’ section of our report, the aforesaid Standalone Financial Statements give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profit, other comprehensive loss, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

We refer to Note no 34 to the Standalone Financial Statements in respect of Exceptional Item for which provision of Rs. 349.25 lakhs is made by the Company on account of a fraud committed on the Company, by its employee. Since the Company has not initiated a forensic audit for detailed investigation of the fraud, pending conversion of police complaint into First Information Report [FIR] and an inspection report of CDSL is awaited in respect of the alleged transfer of clients’ securities as on the date of this report, we are unable to comment on the quantum of the fraud and its expanded scope of operation which may include involvement of the securities of other clients. In the absence of sufficient appropriate audit evidence, we are unable to comment on the adequacy of the provision made for the year ended March 31, 2024.

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 Standalone 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 qualified opinion on the Standalone Financial Statements.

We refer to BSE Circular No 20220107 -45 dated 07 January 2022 and NSE Circular Ref No 2/2022 dated 07 January 2022 on Rule 8(1)(f) and 8(3)(f) of Securities Contracts (Regulation) Rules, 1957 (SCRR), which reads as

“in consultation with SEBI and other Stock Exchanges, the illustrative list of activities that are construed as non-compliance to Rule 8(1)f) and 8(3)(f of SCRR, if undertaken by a member, are as under:

(2).Deposit pledged with the bank for overdraft facilities availed by any entity, including the group companies such as subsidiaries & associates etc. of the Member, not in connection with or incidental to or consequential upon securities /commodity derivatives business, as applicable.

(9) .Entering into any arrangement for extending loans or giving deposits / advances to any entity, including group companies such as subsidiaries & associates etc., not in connection with or incidental to or consequential upon the securities/ commodity derivatives business.

(10) .Investments made in group companies such as subsidiaries & associates etc., not in connection with or incidental to or consequential upon the securities/ commodity derivatives business. (Ex: Investment in companies engaged in other businesses such as NBFC, Real Estate etc.) "

In this regard, attention is drawn to:

(i) the Note no 4(a) to the Standalone Financial Statements regarding the Company having pledged its term deposits aggregating to Rs.1,198.89 lakhs for its wholly owned subsidiary to avail overdraft facility; with an outstanding amount of Rs.907.17 lakhs as at year end.

(ii) Note no 37 to the Standalone Financial Statements with respect to security deposit given to Dhairya Management Services Pvt Ltd of Rs 500 lakhs, being material related party transaction entered into by the Company.

(iii) Note no 8A to the Standalone Financial Statements in respect of investments of Rs. 6,638.58 lakhs in wholly owned subsidiaries.

The management does not expect any material impact on the Standalone Financial Statements for the year ended 31-03-2024 in respect of the above matters.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements for the financial year ended March 31, 2024. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We refer to BSE Circular No 20220107 -45 dated 07 January 2022 and NSE Circular Ref No 2/2022 dated 07 January 2022 on Rule 8(1)(f) and 8(3)(f) of Securities Contracts (Regulation) Rules, 1957 (SCRR), which reads as

“in consultation with SEBI and other Stock Exchanges, the illustrative list of activities that are construed as non-compliance to Rule 8(1)f) and 8(3)(f of SCRR, if undertaken by a member, are as under:

(2).Deposit pledged with the bank for overdraft facilities availed by any entity, including the group companies such as subsidiaries & associates etc. of the Member, not in connection with or incidental to or consequential upon securities /commodity derivatives business, as applicable.

(9) .Entering into any arrangement for extending loans or giving deposits / advances to any entity, including group companies such as subsidiaries & associates etc., not in connection with or incidental to or consequential upon the securities/ commodity derivatives business.

(10) .Investments made in group companies such as subsidiaries & associates etc., not in connection with or incidental to or consequential upon the securities/ commodity derivatives business. (Ex: Investment in companies engaged in other businesses such as NBFC, Real Estate etc.) "

In this regard, attention is drawn to:

(i) the Note no 4(a) to the Standalone Financial Statements regarding the Company having pledged its term deposits aggregating to Rs.1,198.89 lakhs for its wholly owned subsidiary to avail overdraft facility; with an outstanding amount of Rs.907.17 lakhs as at year end.

(ii) Note no 37 to the Standalone Financial Statements with respect to security deposit given to Dhairya Management Services Pvt Ltd of Rs 500 lakhs, being material related party transaction entered into by the Company.

(iii) Note no 8A to the Standalone Financial Statements in respect of investments of Rs. 6,638.58 lakhs in wholly owned subsidiaries.

The management does not expect any material impact on the Standalone Financial Statements for the year ended 31-03-2024 in respect of the above matters.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements for the financial year ended March 31, 2024. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

For the key audit matter below, our description of how our audit addressed the matter is provided in that context.

In addition to the matter described in the Basis for Qualified Opinion section we have determined the matter described below to be the key audit matter to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the Standalone Financial Statements section of our report, including in relation to this matter. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the procedures performed to address the matter below, provide the basis for our audit opinion on the accompanying Standalone Financial Statements.

Other Information

The Company’s Board of Directors is responsible for the other information. The other information comprises of the Annual Report but does not include the Standalone Financial Statements and our auditor’s report thereon. The other information is expected to be made available to us after the date of this auditor’s report.

Our opinion on the Standalone 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 Standalone Financial Statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether such other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read such other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and to comply with the relevant applicable requirements of the standard on auditing for auditor’s responsibility in relation to other information in documents containing audited financial statements. We have nothing to report in

this regard.

In the absence of sufficient appropriate audit evidence, we are unable to comment on the possible effect of the matter described in the Basis for Qualified Opinion paragraph. Accordingly, we are unable to conclude whether or not the other information is materially misstated with respect to these matters

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

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 Standalone Financial Statements that give a true and fair view of the standalone financial position, standalone financial performance including other comprehensive income and standalone statement of changes in equity and standalone cash flows of the company in accordance with Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and 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.

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

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone 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 Standalone 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.

• 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 Standalone 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 Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in the aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of Standalone 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 Standalone Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements for the financial year ended March 31, 2024 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 of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. (A) As required by Section 143(3) of the Act, we report to the extent applicable:

(a) We have sought and, except for the possible effect of the matter described in the Basis for Qualified Opinion paragraph above 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 except for the possible effect of the matter described in the Basis for Qualified Opinion paragraph above and for the matter stated in the paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditor’s) Rules, 2014, 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 Standalone Balance sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, the Standalone Statement of Changes in Equity and the Standalone Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account;

(d) In our opinion, except for the possible effect of the matter described in Basis for Qualified Opinion paragraph above, the aforesaid Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) The matter described in the Basis of Qualified Opinion paragraph above, in our opinion may have an adverse effect on the functioning of the Company.

The matter described in Emphasis of Matter paragraph above with respect to :

(i) the Company having pledged its term deposits aggregating to Rs.1,198.89 lakhs for its wholly owned subsidiary to avail overdraft facility;

(ii) material related party transactions including security deposit of Rs. 500 lakhs entered into by the Company with Dhairya Management Services Pvt Ltd being subject to shareholders’ approval pursuant to Regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements), 2015 as amended

(iii) investments of Rs. 6,638.58 lakhs in wholly owned subsidiaries

in our opinion do not have an adverse effect on the functioning of the Company.

(f) 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;

(g) The qualifications relating to the maintenance of accounts and other matters connected therewith are as stated in the “Basis for Qualified Opinion” paragraph above, paragraph 2(A)(b) above on reporting under Section 143(3)(b), paragraph 2(B)(f) below on reporting under Rule 11(g) and Basis for Qualified Opinion in Annexure B with respect to adequacy and operating effectiveness of internal financial controls with reference to financial statements of the Company.

(h) With respect to the adequacy of the internal financial controls over financial reporting with reference to these Standalone Financial Statements and the operating effectiveness of such controls, refer to our separate Report in Annexure B to this report. Our report expresses a qualified opinion on the operating effectiveness of internal financial controls .

(B) 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. Except for the possible effect of the matter described in Basis of Qualified Opinion

paragraph above, the Standalone Financial Statements disclose the impact of pending

litigations on the financial position of the Company in its Standalone Financial Statements - Refer Note 39 to the said financial statements;

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 except unclaimed dividend amount aggregating to Rs. 0.10 lakhs pertaining to financial year 2011-12 not transferred to the Investor Education and Protection Fund as on March 31, 2024.

d. The management has represented that, to the best of its knowledge and belief, as disclosed in the Note no 50(xii) and Note no 50(xiii) to the Standalone Financial Statements;

(i) 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(s) or entity(ies), 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 by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(ii) No funds have been received by the Company from any person(s) or entity(ies),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 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 performed as considered reasonable and appropriate in the circumstances, except for the possible effect of the matter described in the Basis for Qualified Opinion paragraph above, nothing has come to our notice that has caused us to believe that the representations under sub-clause (d)(i) and (d)(ii) above contain any material misstatement.

e. The Company has neither declared nor paid any dividend during the year hence reporting as regards compliance with Section 123 of the Act is not applicable.

f. The reporting under Rule 11(g) of the Companies (Audit and Auditor's) Rules 2014, is applicable from 01 April 2023 .

Based on our examination which included test checks, the Company has 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 except that audit trail feature is not enabled for certain matters relating to property, plant and equipment. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of the accounting software and the audit trail has been preserved by the Company as per statutory requirements for record retention for the year ended March 31, 2024.

(C) With respect to the other matters to be included in the Auditor’s Report under section 143 and in accordance with the requirements of section 197(16) of the Act, in our opinion and according to the explanations given to us, the managerial remuneration for the year ended

March 31, 2024 has been paid by the Company to its directors during the year is in accordance with the provisions of section 197 read with Schedule V to the Act.

For PPV & CO

Chartered Accountants Firm Registration No.153929W

Sd/-

Priyanshi Vakharia

Proprietor

Membership No.: 181834 UDIN: 24181834BKFASR3706 May 29, 2024