We were engaged to audit the accompanying financial statements of Heads UP Ventures Limited ("the Company"), which
comprise the balance sheet as at 31 March 2024 and 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 the significant accounting policies and other explanatory information.

We do not express an opinion on the accompanying financial statements of the Company. In view of the significance of the
matter described in the "Basis for Disclaimer of Opinion" section of our report, we have not been able to obtain sufficient
appropriate audit evidence regarding whether the use of going concern assumption is appropriate or not. Therefore, we
are unable to conclude as to whether the aforesaid financial statements are presented in accordance with the applicable
accounting standards and other recognized accounting practices and policies.

Basis for Disclaimer of Opinion

We draw attention to Note No.8 in the standalone financial statement for the payment of Inter-corporate deposits (ICD) given
to Milgrey Finance & Investment Limited amounting to Rs.619.50 Lakhs and to Pro Fin Capital Services Limited amounting to
Rs.130.00 Lakhs both outstanding as on 31^st March, 2024. Our review of these transactions however noted that adequate and
appropriate process for KYC verification, related correspondences made with respective party and in obtaining other relevant
documentation has not been followed, although parties have confirmed balances as on 31^st March, 2024. However, we are
unable to determine the authenticity of these transactions.

We draw attention to Note No. 37 of the standalone financial statements regarding preparation of the financial statements
on going concern basis. Although the Company had launched its new brand "HUP" and had some initial business but no
major success has been achieved. In fact, company has sold all merchandise stocks of the new brand as stock clearance
sales during the current year and has no further plans (i.e. no purchase / sales orders) of carrying out business. As we are
unable to obtain sufficient and appropriate audit evidence about future business transaction thereof and based on its current
business operations, we are of the view that the Company has ceased to be a going concern. The Management and the Board
of Directors however believes that the Company will be able to meet all its existing contractual obligations and liabilities as
they fall due in near future and therefore these standalone financial statements are prepared based on going concern basis.

We draw attention to Note No.38 of the standalone financial statement regarding outstanding amount of Rs.347.33 lakhs from
Texwiz Private Limited., wherein neither balance confirmation has been received from the party nor any provisions has been
made in the financial statements, despite amounts being outstanding for more than two years.

Emphasis of Matter

We draw attention to Note No. 39 of the standalone financial statements regarding Cheque of Rs.68.54 lakhs drawn of ICICI
Bank dated 30^th March 2024 from its director regarding balance outstanding of Security Deposit Amount. The said cheque is
yet to be deposited / encashed hence being shown as Cheque in Hand as of 31^st March 2024.

Our opinion is not modified in respect of this matter.

Information Other than the Standalone financial statements and Auditor's Report thereon

The Company's Board of Directors is responsible for other information. Other information comprises the information included
in the Annual Report but does not include the Standalone financial statements and our auditor's report thereon.

Our opinion on the Standalone financial statements does not cover 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 and, in
doing so, consider whether the other information is materially inconsistent with the Standalone financial statements, or our
knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information obtained prior to the date of this auditor's report, we
conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing
to report in this regard.

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

The Company's Board of Directors are responsible for the matters stated in section 134(5) of the Companies Act, 2013 (Act')
with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial
performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted
in India, including the Indian Accounting Standards specified under section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls that were operating effectively for ensuring 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 Management and Board of Directors are 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 Financial Statements

Our responsibility is to conduct an audit of the Company's financial statements in accordance with Standards on Auditing and
to issue an auditor's report. However, because of the matter described in the Basis for Disclaimer of Opinion section of our
report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial
statements.

We are independent of the Company in accordance with the Code of Ethics and provisions of the Act that are relevant to our
audit of the financial statements in India under the Act, and we have fulfilled our other ethical responsibilities in accordance
with the Code of Ethics and the requirements under the Act.

Report on Other Legal and Regulatory Requirements

(i) 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 the "Annexure A" a statement on the matters specified in paragraphs of the Order,
to the extent applicable.

(ii) (A) As required by section 143(3) of the Act, read with the paragraph related to Basis for Disclaimer of Opinion, we report

that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books.

c) The balance sheet, the statement of profit and loss (including other comprehensive income), the statement of
changes in equity and the statement of cash flows dealt with by this Report are in agreement with the books of
account.

d) Due to the possible effects of the matter described in the Basis of Disclaimer Opinion paragraph, we are unable to
state whether the aforesaid financial statements comply with the accounting standards specified under section
133 of the Act.

e) The matter described in Basis for Disclaimer of Opinion paragraph could have an adverse effect on the functioning
on the Company.

f) On the basis of the written representations received from the directors as on 31 March 2023 taken on record
by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a
director in terms of section 164(2) of the Act.

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B"

(B) 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 information and according to the explanations
given to us:

a) The Company has disclosed the impact of pending litigations on its financial position in its financial statements
as at 31 March 2024. Refer Note 35 to the 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.

d) (i) The management has represented that, to the best of its knowledge and belief, no funds have been advanced

or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds)
by the Company to or in any other persons or entities, including foreign entities ("intermediaries"), with the
understanding, whether recorded in writing or otherwise, that the intermediary shall:

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

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

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

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

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

• Based on such audit procedures as considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under sub-clause
(d)(i) and (d)(ii) contain any material misstatement; and

e) During the year company has not declared any dividend in compliance to section 123 of the Act.

f) Based on our examination which included test checks, the Company has used accounting software for maintaining
its books of account for the year ended 31^st March, 2024 which has a feature of recording audit trail (edit log)
facility and the same has operated throughout the year for all relevant transactions recorded in the software.
Further, during the course of our audit, we did not come across any instance of the audit trail feature being
tampered.

(c) With respect to the matter to be included in the Auditors' Report under section 197(16) of the Act:

(i) In our opinion and according to the information and explanations given to us, the remuneration paid by the
Company to its directors during the current year is in accordance with the provisions of section 197 of the Act.
The remuneration paid to any director is not in excess of the limit laid down under section 197 of the Act. The
Ministry of Corporate Affairs has not prescribed other details under section 197(16) of the Act which are required
to be commented upon by us.

For, Ram Agarwal & Associates

Chartered Accountants
Firm Registration Number. 140954W

Rammahesh Agarwal

Partner

Membership Number. 110146
UDIN: 24110146BKGUWD8507

Place : Mumbai
Date : 09-05-2024