We have audited the accompanying standalone financial statements of UGRO Capital Limited (the 'Company'), which
comprise the Standalone Balance Sheet as at March 31,2026, the Standalone Statement of Profit and Loss, the Standalone
Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended, and notes to the
standalone financial statements, including a summary of material and other accounting policies and other explanatory
information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 (the 'Act') in the manner so required and
give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of
the Company as at March 31, 2026, and its profit, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act.
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 (the 'ICAI') together with the ethical requirements that
are relevant to our audit of the standalone financial statements under the provisions of the Act 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 opinion.

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 of the current financial year. 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 have determined the matters described below to be the key audit matter to be communicated in our report.

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The other information comprises the information
included in the Board's Report including Annexures to Board's Report, Management Discussion and Analysis, Business
Responsibility and Sustainability Report, Corporate Governance Report and Shareholder's Information, but does not
include the standalone financial statements and our auditor's report thereon.

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 and,
in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or
our knowledge obtained during the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, 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 Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to
the preparation of these standalone 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 the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone
financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone 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 standalone 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 Act, 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; and

• 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.

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 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.

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, to the extent applicable.

2. As required by Section 143(3) of the Act, 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss, the Standalone Statement of
Changes in Equity and the Standalone Statement of Cash Flows 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 the relevant rules thereunder;

(e) On the basis of the written representations received from the directors as on March 31, 2026 taken on record
by the Board of Directors, none of the directors is disqualified as on March 31, 2026 from being appointed as a
director in 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 the Section 197(16) of
the Act, 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. Further,
the Ministry of Corporate Affairs has not prescribed other details under aforesaid section which are required to
be commented upon by us; and

(h) 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:

(i) The Company has no pending litigations on its financial position in its standalone financial statements -
(Refer Note 41 to the standalone financial statements);

(ii) The Company has made provision, as required under the applicable law or accounting standards, for
material foreseeable losses, if any, on long-term contracts including derivative contracts - (Refer Note 59(g)
(1) to the standalone financial statements);

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund
by the Company;

(iv) (a) The management of the Company has represented that, to the best of its knowledge and belief,

other than as disclosed in the notes to the standalone financial statements, during the year, 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 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 of the Ultimate Beneficiaries;

(b) The management of the Company has represented, that, to the best of its knowledge and belief, other
than as disclosed in the notes to the standalone financial statements, during the year, 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 Funding Party (the 'Ultimate Beneficiaries') or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures, we have considered reasonable and appropriate in the circumstances
that nothing has come to our notice that has caused us to believe that the representations under
paragraph (a) and (b) above, contain any material misstatement;

(v) The Company neither declared nor paid dividend during the year. Accordingly, the Company is not required
to comply with Section 123 of the Act; and

(vi) Based on our examination, which included test checks, we observed that the Company has used
accounting software systems to maintain its books of account for the financial year ended March
31, 2026. Certain softwares are operated and maintained by third parties and the Company does
not have direct access to system programs or the databases of such softwares. Therefore, without
an independent auditor's report or a SOC 2 Report pertaining to related systems covering the audit
period regarding controls at the service organisation, we are unable to comment upon on whether
the audit trail (edit log) feature was enabled and operated for all relevant transactions recorded in
the specified softwares, including any instance of audit trail being tampered with and its statutory
requirements for record retention. In case of other softwares: (a) the Company has enabled the
audit trail (edit log) for transactions accounted for throughout the year; and (b) we have not come
across any instance of the audit trail being tampered with and the same has been preserved by the
Company as per the statutory requirements for record retention.

For Sharp & Tannan Associates

Chartered Accountants
Firm's Registration No. 109983W
by the hand of

Tirtharaj Khot

Partner

Mumbai, April 20, 2026 Membership No. 037457

UDIN: 26037457VZMSXF3894