We have audited the accompanying standalone financial statementsof
KM Sugar Mills Limited ("the Company") which comprises the Balance
Sheet as at March 31,2025, the Statement of Profit and Loss (including
Other Comprehensive Income),statement of changes in equity and
statement of cash flows for the year ended on that date, and notes
to the financial statements, including a summary of significant
accounting policies and other explanatory information [hereinafter
referred to as "the financial statements").

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid 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 Indian Accounting Standards prescribed under section 133
of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended, ("Ind AS")and other accounting principles
generally accepted in India, of the state of affairs of the Company as at
March 31,2025, and profit and total comprehensive income, changes
in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements 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 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 (ICAI) together with the
ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Act and the Rules there-under,
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 audit opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the financial statements of
the current period. These matters were addressed in the context of
our audit of the 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 matters 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 preparation
of the other information. The other information comprises the
information included in the Management Discussion and Analysis,
Board's Report including Annexures to Board's Report, Business
Responsibility Report, Corporate Governance and Shareholder's
Information, but does not include the financial statements and our
auditor's report thereon.

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

Responsibility of Management for the Financial Statements

The Company's Board of Directors is for the matters stated in section

134(5) of the Act with respect to the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance, total comprehensive income, changes in
equity and cash flows of the Company in accordance with 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 financial statement that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the 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 Responsibility for the Audit of the 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 financial controls 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 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
financial statements, including the disclosures, and whether the
financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in thefinancial
statements that, individuallyor in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable
user ofthestandalone financial statementsmay beinfluenced.
Weconsiderquantitativemateriality andqualitative 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 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 inour 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 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.

As required by Section 143(3) of the Act, based on our report 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, Statement of Change in Equity
and the Statement of Cash Flow dealt with by this Report are
in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with
the Indian Accounting Standards specified under Section 133
of the Act.

e) On the basis of the written representations received from the
directors as on 31st March,2025 taken on record by the Board
of Directors, none of the directors is disqualified as on 31st
March, 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
over financial reporting 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 over financial reporting.

g) 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 tous, the remuneration
paid by the Company to its directors during the year is in
accordance with the provisions of section 197 of the Act.

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, as amended, 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 on its financial position in its financial
statements -Refer Note 38.5to the financial statements;

ii. The Company did not have any longterm contracts
including derivative contracts for which there were any
material foreseeable losses;

iii. There were no amounts which were required to be
transferred to the Investor Education and been no delay
in transferring amounts, required to be transferred, to the
Investor Education and Protection Fundbythe Company;

iv. a) 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 orany other sources or kind of funds) by the
Company to or in any other person or entity, including
foreign entity ("Intermediaries"), with the understanding,
whetherrecorded in writing or otherwise, that the

Intermediary shall, whether, directly orindirectly lendor
invest in persons or entities identifiedin any manner
whatsoever by or on behalf of the Company ("ultimate
Beneficiaries") or provide any guarantee, security orthe
like on behalf of theultimate 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 under sub-clause (i)
and(ii)of Rule11(e),as provided under clause (a) and(b)
above,contain any material misstatement.

(v) In our opinion, the company has not declared and paid
dividend during the year so this para is not applicable to
the company.

(vi) Based on our examination, which included test checks, the
Company has used accounting software for maintaining
its books of account for the financial year ended March
31, 2025 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 with and the audit trail has been preserved by
the Company as per the statutory requirements for record
retention.

For Mehrotra & Mehrotra

Chartered Accountants
(FRN: 000226C)
Sd/-

CA Sanjay K. Rai

Partner

Place: Lucknow M. No.: 507946

Date: 26.05.2025 UDIN:25507946BMTCQX8109