We have audited the accompanying financial statement of Khaitan (India) Limited (the "Company") which comprise the Balance Sheet as at 31 March,
2025, and the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and the 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 (Financial Statement).

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 subject to qualification as mention in the basis
for qualified opinion paragraph, in conformity with the accounting principles generally accepted in India including the Indian Accounting Standards
specified in the Companies (Indian Accounting Standards) Rule 2015 (as amended) under section 133 of the Act,, of the state of affairs of the Compa¬
ny as at 31 March 2025, and net profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

Reference is invited to Note No - 46 to the financial statements regarding the suspension of production activities of sugar mill of the company for a
long time. In our opinion, the reported balances of asset, liabilities, amount of expenses and cash flows in so far as relating to the said Sugar mill
should have been recognized and disclosed as under Discontinued Operations, instead the same has been considered as part of continuing/ regular
business operation by the company.

We conducted our audit in accordance with the Standards on Auditing (SAs), as specified under Section 143(10) of the Companies Act, 2013, as
amended ("the Act"). Our responsibilities under those Standards are further described in the "Auditor's Responsibilities for the Audit of the Financial
Results" 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 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 obtained by us is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty related to Going Concern

Attention is drawn to Note no. 48 of the financial Statements which indicates that the company has incurred losses upto the half year ended 30th
September 2022 and also in the immediately preceding few financial years, as such the net worth of the company has reduced. However, due to
various business improvement related measures undertaken by the company, it has earned net profits for the financial year 2022-23 and onwards.
The management is hopeful of improved results in subsequent periods/ years too, as such the accounts of the company have been prepared on
going concern basis.

Emphasis of Matter

Without modifying our opinion attention is drawn to following matters:

a) Reference is invited to Note No.- 49 to financial statements, balances of trade receivables, trade payables, loans and advances, claims recoverable
and bank accounts are subject to reconciliation and confirmation.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Ind AS financial statements for
the financial year ended 31st March, 2025. 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. For each matter below, our description of how our
audit addressed the matter is provided in that context.

Information other than the Financial Statements and Auditors’ Report thereon

The Company’s management and Board of Directors are responsible for preparation of the other information. The other information comprises the
information included in the Directors’ report, Management Discussion & Analysis etc, but does not include the financial statements and our auditors’
report thereon. Such other Information’s are expected to be made available to us after the date of this auditor's report. 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 identified as above when it becomes
available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
in the audit, or otherwise appears to be materially misstated.

When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those
charged with governance and take appropriate actions necessitated by the circumstances and the applicable laws and regulations

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

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the 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 (Ind AS)
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.
In preparing the 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.

That 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 objectives are to obtain reasonable assurance about whether the 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 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 Companies Act, 2013, 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 and Board of Directors use of the going concern basis of accounting in preparation of financial
statements 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 the financial statements that, individually or in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative
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 misstate¬
ments in the financial statement

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 applica¬
ble, 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 commu¬
nicated 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

i) 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 Companies Act, 2013, and on the basis of such checks of the books and records of the Company as we considered appropriate and according
to the information and explanations given to us, we give in “Annexure A’ a statement on the matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.

ii) As required by section 143(3) of the Act and based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and beli ef were necessary for the purpos¬
es 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 Changes in Equity and the Cash
Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under section 133 of the Act, read with Rule 7 of the Compa¬
nies (Accounts) Rules, 2014.

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 maintenance of accounts and other matters connected therewith, reference is made to our remarks in paragraph ii) (b) above
on reporting under Section 143(3)(b) and paragraph (iii) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as
amended).

g) 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”.

h) With respect to the matter to be included in the Auditor’s Report In our opinion and to the best of our information and according to the explana¬
tions given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 read with
Schedule V to the Act. In respect of one director, aggregate remuneration of Rs. 20,43,925/- paid / provided during the year, is subject to the approval
of the Members at the forthcoming Annual General Meeting.

i) 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:

1. Reference to the Note no 36, the Company has disclosed the impact of pending litigations as at 31st March, 2025 on its financial position in its
financial statements in accordance with the generally accepted accounting practice in the financial statements.

2. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

3. There were no amounts, which were required to be transferred to the Investor Education and Protection Fund by the Company.

4. (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 of the 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
persons 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

(iii) 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 4(i) and 4(ii) contain any material misstatement; and

5. No dividend declared or paid during the year by the Company.

iii) 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 except that audit trail was not enabled at the database level to log any direct changes for
the accounting software used for maintaining the books of account. For accounting software for which audit trail feature is enabled, the audit trail
facility has been operating throughout the year for all relevant transactions recorded in the software and we did not come across any instance of audit
trail feature being tampered with during the course of our audit.

For K. C. Bhattacherjee & Paul

Chartered Accountants

FRN: 303026E

Biswajit Datta

(Partner)

Membership No.: 055582

UDIN : 25055582BMIEOF4881

Place: Kolkata

Date: 28th May, 2025