1. We have audited the accompanying Ind AS financial
statements of Kothari Sugars and Chemicals Limited
(“the Company”), which comprise the balance sheet as
at March 31,2025, 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 significant accounting policies
and other explanatory information.

2. In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
Ind AS 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 31,2025,
and total comprehensive income (comprising of profit
after tax and other comprehensive income), changes in
equity and its cash flows for the year then ended.

Basis for Opinion

3. 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 Ind AS 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 Ind AS 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

4. Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the Ind AS financial statements of the current
period. These matters were addressed in the context
of our audit of the Ind AS financial statements as a
whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.

Information other than the financial statements and
auditor's report thereon

5. The Company's Board of Directors is responsible for
the other information. The other information comprises
the information included in the Board's Report together.

with the annexure thereto and Report on Corporate
Governance but does not include the Ind AS financial
statements and our auditor's report thereon.

Our opinion on the Ind AS 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 Ind AS financial
statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the Ind AS
financial statements or our knowledge obtained in 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 Ind AS financial statements

6. 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 Ind AS 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
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 Ind AS financial statements that
give a true and fair view and are free from material
misstatement, whether due to fraud or error.

7. In preparing the Ind AS financial statements, 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 also responsible for overseeing the
Company's financial reporting process.

Auditor's responsibilities for the audit of Ind AS

financial statements

8. Our objectives are to obtain reasonable assurance
about whether the Ind AS financial statements as a

V 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 Ind AS financial statements.

9. As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
scepticism throughout the audit. We also:

0 Identify and assess the risks of material misstatement of
the Ind AS 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.

0 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 with reference to financial
statements in place and the operating effectiveness of
such controls.

0 Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.

0 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 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.

0 Evaluate the overall presentation, structure and
content of the Ind AS financial statements, including
the disclosures, and whether the financial statements
represent the underlying transactions and events in a
manner that achieves fair presentation.

10. 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.

11. 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.

12. From the matters communicated with those charged
with governance, we determine those matters that were
of most significance in the audit of the Ind AS 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

13. 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 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.

14. With respect to the other matters to be included in the
Auditor's Report in accordance with the requirements
of Section 197(16) of the Act, as amended:

In our opinion and to the best of our information
and according to the explanations given to us, the
remuneration paid by the Company to its Directors
during the year is in accordance with the provisions of
Section 197 of the Act.

15. 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 Balance Sheet, the Statement of Profit and
Loss (including other comprehensive income), the
Statement of Changes in Equity and Cash Flow
Statement dealt with by this Report are in agreement
with the books of account.

(d) In our opinion, the aforesaid Ind AS 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 and taken on record by the Board
of Directors, none of the directors are disqualified
as on March 31, 2025 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 with reference to financials statements
of the Company and the operating effectiveness
of such controls, refer to our separate Report in
“Annexure B”. Our report expresses an unmodified
opinion on the adequacy and operating effectiveness
of the Company's internal financial controls with
reference to financial statements.

(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) Rules, 2014, in
our opinion and to the best of our information and
according to the explanations given to us:

(i) The Company has disclosed the impact of
pending litigations in Note 39 to the financial
statements.

(ii) The Company did not have any long-term
contracts including derivative contracts on which
there were 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) (a) The Management has represented that, to
the best of its knowledge and belief, no funds
(which are material either individually or in the
aggregate) 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 entity (“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 (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;

(b)The Management has represented, that, to
the best of its knowledge and belief, no funds
(which are material either individually or in the

aggregate) have been received by the Company
from any person or entity, including foreign entity
(“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 (“Ultimate
Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries;

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

v. During the year 2024-25, the Company has
not paid any dividend. Hence reporting under
clause (f) of Rule 11 of the Companies (Audit
and Auditors) Rules, 2014 is not applicable for
the year.

vi. 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. Further, during the
course of our audit we did not come across any
instance of audit trail feature being tampered
with. The audit trail has been preserved by the
company as per the statutory requirements for
record retention.

For P. Chandrasekar LLP
Chartered Accountants

FRN: 000580S/S200066

S. Raghavendhar

Partner

Membership No.: 244016
UDIN : 25244016BMHPFN8364

Place : Chennai
Date : May 29, 2025