We have audited the accompanying financial statements of Naraingarh Sugar Mills Limited which comprise the
Balance Sheet as at 31^st March, 2024, the Statement of Profit & Loss (including other
Comprehensive Income), Statement of Changes in Equity and Cash Flow Statement for the year then ended,
and notes to the financial statements, including a summary of significant accounting policies and other
explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the
effects of the matters described in the 'Basis for Qualified Opinion' Section of our report the aforesaid financial
statements give the information required by the Companies Act 2013, as amended ("the Act") in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted in India
including the Ind AS, of the state of affairs of the Company as at 31^st March, 2024, its loss including other
comprehensive income, its cash flows and the changes in equity for the year ended on that date.

2. Basis for Qualified Opinion

a. We draw attention to Note 4.2 of the financial statements regarding Contingent Liabilities &

Commitments (including default in repaying Term/Soft Loans and guarantees) can adversely affect the
financial viability of the Company. Adverse decision by various adjudication authorities can further
erode the working capital as well as Share capital too. In spite of such serious nature, the management
of the Company has prepare the financial statements without acknowledging the liability and prepare it
on “Going Concern concept” However we have not been able to corroborate the
Management's contention of “Going Concern”. Accordingly, we are unable to comment on the
“Going Concern Principle” of the Company.

b. We draw attention to Note 4.4 of the financial statements regarding default by Company in repaying
Loans (Principal and Interest) from Bank/Financial Institution. An FIR dated 28>^h December, 2021
was lodged u/s. 120B, 406, 409, 420, 468 & 471 of IPC against relative of Ex-Directors and other
officers of the Company. The management of the Company is also taken over by the State Government.
Further Land measuring 64 Acre in the name of Company was also attached by Hon’ble Court vide
order dated 25^th February, 2022. These developments can adversely affect to the overall functioning of
the Company and may also affect the “Going Concern Concept” of the Company. In spite of such
serious nature, the management of the Company has prepare the financial statements without
acknowledging the liability and prepare it on “Going Concern concept” However we have not been able
to corroborate the Management’s contention of “Going Concern”. Accordingly, we are unable to
comment on this point.

c. We draw attention to Note 4.5, 4.12 & 4.13 of the financial statements regarding party balances
including balance due from Mr. Rahul Anand who is the prime party of FIR along with other
Companies/Firms related to him. We are unable to comment on this point, since the matter is
subjudiced.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10)
of the Act. Our responsibilities under those (SAs) 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 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 we have obtained is sufficient and appropriate to
provide a basis for our opinion.

3. Key Audit Matters

Key Audit Matters are those matters that, in our professional judgement, 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 considered the matters described below to be the key audit matters for
incorporation in our report.

4. Information other than the 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 Management Discussion and Analysis Report,
Board’s Report including Annexures to the Board’s Report, Corporate Governance Report, but does not include
the financial statements and our auditor’s report thereon.

Our report 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.

5. Management’s Responsibility for Financial Statements

The Company’s Management & Board of Directors are responsible for the matters stated in Section 134(5) of
the Companies Act, 2013 with respect to the preparation of these Ind AS financial statements that give a true
and fair view of the financial position, financial performance including other comprehensive income, 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 the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgement 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 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, 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.

Board of Directors is also responsible for overseeing the Company’s financial reporting process.

6. 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 judgement and maintain professional
skepticism throughout the audit. We also:

a) 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.

b) 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
reference to financial statement in place and the operating effectiveness of such controls.

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

d) 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 auditors’ report.
However, future events or conditions may cause the Company to cease to continue as a going concern.

e) 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
misstatements in the 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 auditors’ 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.

7. Attentim is invited to the following points of Note ‘4’ of the financial statements.

i) Note 4.1 - regarding confirmation of attachment of Fixed Assets of the Company under the
Prevention of Money Laundering Act, 2002 by the Adjudicating Authority.

ii) Note 4.2 - Contingent Liabilities & Commitments.

iii) Note 4.3 - regarding calls in arrears and Redeemable Preference Shares.

8. Net-worth of the Company has completely eroded; the management is of the opinion that the Company shall
carry on its business as usual, hence the financial statements of the Company have been prepared on a going
concern basis; the appropriateness of the said basis is inter-alia dependent upon future performance and
profitability and presently we are unable to express an opinion on the same.

9. Report on Other Legal and Regulatory Requirements

A) As required by the Companies (Auditor’s Report) Order, 2020 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 the paragraph 3 and 4 of the Order.

B) As required by Section 143(3) of the Act, we report that:

(a) Except for the matters described in the basis of Qualified Opinion Paragraph, 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) Except for the matters described in the basis of Qualified Opinion Paragraph, the 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 & 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) Except for the matters described in the basis of Qualified Opinion Paragraph, the aforesaid
Ind AS 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 31^st March, 2024 taken on
record by the Board of Directors, none of the Directors is disqualified as on 31^st March, 2024 from being
appointed as a Director in terms of Section 164(2) of the Act;

(f) With respect to the recording of Audit Trail (edit log) facility, the feature was enabled in the accounting
software of the Company throughout the audit period and the audit trail feature has not been tampered
with and the audit trail has been preserved by the company as per the statutory requirements for record
retention.

(g) with respect to the adequacy of internal financial controls over financial reporting of the Company and
the operating effectiveness of such controls, refer to our separate report in “Annexure B”; 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 disclosed the impact of pending litigations on its financial position in its
financial statements (Refer note 4.1, 4.2, 4.4 & 4.7);

ii. the Company did not have any long-term contracts including derivative contracts for which there were
any material foreseeable losses; and

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 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 any other sources) by the Company
to/in any person or entity (“Intermediary”), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, directly or indirectly lend or invest, in any person or entity,
identified in any manner whatsoever (“Ultimate Beneficiaries”), by or on behalf of the Company
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 have been
received by the Company from any person or entity (“Funding Parties”), with the understanding,
whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or
invest in any person or entity identified in any manner whatsoever (“Ultimate Beneficiaries”) by
or on behalf of the Funding Party or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

c) Based on the audit procedures adopted by us, nothing has come to our attention that has caused us
to believe that the representations made by the management under sub clause (a) & (b) above,
contain any material misstatement.

v. The Company has not declared or paid any dividend, during the year.

C) With respect to the matter to be included in the Auditors’ Report under Section 197(16):

In our opinion and according to the information and explanations given to us, the remuneration paid by
the Company to its Director 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. The Ministry of Corporate Affairs has not prescribed other details under
Section 197(16) which are required to be commented upon by us.

For P.K. VASUDEVA & CO.
CHARTERED ACCOUNTANTS
Firm Registration No. - 000724N

Dated : 20^th June, 2024 (PRATEEK PURI)

Place : Chandigarh PARTNER

Membership No. - 524431