Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data.
The financial statements required by this Item 8 are included in this Annual Report beginning on page F-1.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
On May 13, 2026, Madhava Rao, Chartered Accountant (PCAOB ID 06662) (“Madhava Rao”) resigned as the independent registered public accounting firm of Groove Botanicals, Inc., a Nevada corporation (the “Company”), effective immediately. Madhava Rao did not provide a reason for his resignation. On the same date, the Company’s Board of Directors, which also serves as the Company’s audit committee, accepted Madhava Rao’s resignation. The Company has authorized Madhava Rao to respond fully to the inquiries of GSKCA & Associates (“GSKCA”), the successor auditors.
Madhava Rao’s reports on the Company’s financial statements for the fiscal years ended March 31, 2025 and March 31, 2024 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that each such report contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.
During the Company’s two most recent fiscal years ended March 31, 2025 and March 31, 2024, and the subsequent interim period through May 13, 2026: (i) there were no disagreements between the Company and Madhava Rao on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Madhava Rao, would have caused reference to the subject matter of the disagreements in connection with his reports on the Company’s financial statements; and (ii) there were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K).
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On May 13, 2026, concurrently with its acceptance of Madhava Rao’s resignation, the Board of Directors of the Company (acting in its capacity as the Company’s audit committee) approved the engagement of GSKCA & Associates (“GSKCA”) as the Company’s new independent registered public accounting firm, effective immediately. During the Company’s two most recent fiscal years ended March 31, 2025 and March 31, 2024, and the subsequent interim period through May 13, 2026, neither the Company nor anyone acting on behalf of the Company had consulted GSKCA regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, nor did GSKCA provide a written report or oral advice to the Company that GSKCA concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).
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