We have audited the standalone financial statements of Bajaj Hindusthan Sugar Limited ("the Company”),which comprise the standalone balance sheet as at March 31, 2026, and the standalone statement ofprofit and loss (including other comprehensive income), the standalone statement of changes in equityand standalone statement of cash flows for the year then ended, and notes to the standalone financialstatements, including a summary of material accounting policies and other explanatory information(Collectively referred to as 'standalone financial statements').
In our opinion and to the best of our information and according to the explanations given to us, theaforesaid standalone financial statements give the information required by the Companies Act, 2013 inthe manner so required and give a true and fair view in conformity with the accounting principles generallyaccepted in India, of the state of affairs (financial position) of the Company as at March 31, 2026, and itsprofit (financial performance including other comprehensive income), changes in equity and its cash flowsfor the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described inthe Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report.We are independent of the Company in accordance with the Code of Ethics issued by the Institute ofChartered Accountants of India together with the ethical requirements that are relevant to our auditof the standalone financial statements under the provisions of the Companies Act, 2013 and the Rulesthereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirementsand the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our opinion on the standalone financial statements.
Emphasis of Matter
1. As stated in note 46 of standalone financial statements, the Company holds investments aggregating' 2,579.57 crore (Previous Year: ' 2,530.58 crore) in its subsidiaries, comprising equity investments,inter-corporate loans, and accrued interest thereon. As stated in the said note, management is takingappropriate measures to facilitate recovery and remains confident of realising the carrying valueover a reasonable period. Further, in accordance with the principles of prudence and conservatism,the Company has deferred recognition of interest income amounting to ' 112.43 crore for the yearended March 31, 2026 (Previous Year: ' 112.43 crore).
2. We draw attention to Note 20.2 and Note 51 to the standalone financial statements, which describesthe implementation of the approved Resolution Plan during the year and management's assessmentof the Company's ability to continue as a going concern. Based on the matters described in theaforesaid note, the standalone financial statements have been prepared on a going concern basis.
Our opinion is not modified in respect of these matters.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in ouraudit of the standalone financial statements of the current period. These matters were addressed in thecontext of our audit of the standalone 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 matter described below to be key audit matters to be communicated in our report.
The Key Audit Matter
How the matter was addressed in our audit
Impairment assessment for Investments, loans and interest on loan and receivables
The Company has exposure aggregating
Our audit procedures, in respect of testing impairment
to ' 2,579.57 crores, in its subsidiaries
assessment in case of investments, loans given and interest
by way of investments, loans and
accrued on loans included the following:
accumulated interest on these loans.
- Obtained understanding of the process, evaluated the
We considered this matter to be a Key
effectiveness of controls in respect of impairment
Audit Matter due to the significance of the
assessment of investments and loans.
carrying value of these balances, whichcomprise 18.45% of the total assetsas at March 31, 2026, and because the
- Held discussions with management regardingappropriate implementation of policy on impairment.
assessment of recoverability involves
- Evaluated the future business plan and available
significant management judgement and
valuation report.
estimates relating to future business
- Confirmations for above exposure.
performance, cash flow projectionsand other assumptions used in theimpairment assessment.
- Reviewed the Restructuring Agreement for clauserelated to obligation on the Company to recover theinvestments and loans.
- We evaluated the impairment assessment performed
by management taking into account the requirementsof Ind AS 36 Impairment of Assets
Accounting Treatment of Yield to Maturity (YTM) and Right of Recompense (RoR)
Refer Note 54 to the standalone financial
Our audit procedures in relation to the aforesaid matter
statements regarding accountingtreatment of Yield to Maturity ("YTM") andRight of Recompense ("RoR") obligationsaggregating to ' 3,584.95 crore and' 485.60 crore respectively arising underearlier restructuring arrangements andsubsequently settled pursuant to theapproved Resolution Plan implemented
included, among others:
- Obtaining and examining the earlier restructuringagreements, approved Resolution Plan, frameworkagreements, lender sanction letters, inter-creditorarrangements and other relevant restructuringdocuments to understand the nature and terms of theYTM and RoR obligations;
during the year.
- Evaluating the basis adopted by the management
for concluding that the YTM and RoR obligations
The management has concluded that theaforesaid obligations substantially relateto prior reporting periods and accordinglyaccounted for the same as prior perioderrors requiring retrospective adjustmentin accordance with Ind AS 8 - Accounting
substantially pertained to prior reporting periodsand assessing whether the approved Resolution Planrepresented crystallisation and settlement of pre¬existing obligations or creation of fresh liabilitiesduring the current year;
Policies, Changes in Accounting
- Assessing the appropriateness of the accounting
Estimates and Errors.
treatment adopted by the management with reference
We considered this matter as a Key
to the applicable provisions of Ind AS 8 - AccountingPolicies, Changes in Accounting Estimates and Errors,
Audit Matter due to the materiality
Ind AS 109 - Financial Instruments and Ind AS 37 -
of the amounts involved, significant
Provisions, Contingent Liabilities and Contingent
management judgement exercised inevaluating the nature and timing of the
Assets;
underlying obligations, determination
- Examining the retrospective adjustments carried out
whether the same represented prior
by the management, including the impact on opening
period errors or current period obligations
retained earnings, comparative financial information
under the applicable Indian Accounting
and earnings per share disclosures; and
Standards, and the consequential impact
- Evaluating the adequacy and appropriateness of the
on the financial statements including
disclosures made by the management in respect
opening reserves, comparative financial
of the aforesaid matter in the standalone financial
information and related disclosures.
statements.
Other Information
The Company's management and Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Management Discussion and Analysis, Board'sReport including Annexures to Board's Report, Business Responsibility Report, Corporate Governanceand Shareholder's Information, but does not include the standalone financial statements and our auditor'sreport thereon.
Our opinion on the standalone financial statements does not cover the other information and we do notexpress any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent withthe standalone financial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated. If, based on the work we have performed, we conclude that there is a materialmisstatement of this other information, we are required to report that fact. We have nothing to report inthis regard.
Responsibilities of Management and Those Charged with Governance for the Standalone FinancialStatements
The Company's management and Board of Directors are responsible for the matters stated in section134(5) of the Companies Act, 2013 ("the Act”) with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position, financial performance (includingother comprehensive income), changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India, including the Indian Accounting Standards ('IndAS') specified under section 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable and prudent; anddesign, implementation and maintenance of adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the standalone financial statements that give a true and fair view and arefree from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management and Board of Directors are responsible forassessing the Company's ability to continue as a going concern, disclosing, as applicable, matters relatedto going concern and using the going concern basis of accounting unless the Board of Directors eitherintends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statementsas a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor'sreport that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guaranteethat an audit conducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users taken on thebasis of these standalone financial statements
As part of an audit in accordance with Standards on Auditing ('SAs'), we exercise professional judgmentand 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 riskof not detecting a material misstatement resulting from fraud is higher than for one resulting fromerror, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or theoverride of internal control
• Obtain an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsiblefor expressing our opinion on whether the company has adequate internal financial controls withreference to financial statements in place and the operating effectiveness of such controls
• Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accountingand, based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions 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'sreport to the related disclosures in the standalone financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up tothe date of our auditor's report. However, future events or conditions may cause the Company tocease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements,including the disclosures, and whether the financial statements represent the underlying transactionsand events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scopeand timing of the audit and significant audit findings, including any significant deficiencies in internalcontrol that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevantethical requirements regarding independence, and to communicate with them all relationships and othermatters that may reasonably be thought to bear on our independence, and where applicable, relatedsafeguards.
From the matters communicated with those charged with governance, we determine those matters thatwere of most significance in the audit of the standalone financial statements of the current period and aretherefore the key audit matters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when, in extremely rare circumstances, we determinethat a matter should not be communicated in our report because the adverse consequences of doing sowould 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 CentralGovernment of India in terms of sub-section (11) of section 143 of the Act, we give in the "AnnexureA” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. 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 ourknowledge 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 faras it appears from our examination of those books.
c. The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (Including othercomprehensive income), the Standalone Statement of Changes in Equity and the StandaloneCash Flow Statement dealt with by this Report are in agreement with the books of account.
d. In our opinion, the aforesaid standalone financial statements comply with the Indian AccountingStandards prescribed under Section 133 of the Act read with Companies (Indian AccountingStandard) Rules 2016 (as amended).
e. On the basis of the written representations received from the directors as on March 31, 2026taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2026 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 financialstatements of the Company and the operating effectiveness of such controls, refer to ourseparate Report in "Annexure B".
g. With respect to the matter to be included in the Auditors' Report under Section 197(16) of theAct, as amended, in our opinion and according to the information and explanations given to us,the Company has paid/ provided for managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Act.
h. With respect to the other matters to be included in the Auditor's Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of ourinformation and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in itsfinancial statements - Refer note 38 to the standalone financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for whichthere were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the InvestorEducation and Protection Fund by the Company.
iv. (a) The management has represented that, to the best of their knowledge and belief,
other than as disclosed in the notes to the standalone financial statements, nofunds have been advanced or loaned or invested (either from borrowed funds orshare premium or any other sources or kind of funds) by the Company to or in anyother person(s) or entity(ies), including foreign entities ("Intermediaries"), with theunderstanding, whether recorded in writing or otherwise, that the Intermediary shall,whether, directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") orprovide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The management has represented, that, to the best of their knowledge and belief,other than as disclosed in the notes to the standalone financial statements, no fundshave been received by the Company from any person(s) or entity(ies), including foreignentities ("Funding Parties"), with the understanding, whether recorded in writing orotherwise, that the Company shall, whether, directly or indirectly, lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries; and
(c) Based on our audit procedures as considered reasonable and appropriate in thecircumstances, nothing has come to our notice that has caused us to believe that therepresentations under sub-clause (a) and (b) contain any material mis-statement.
v. The Company has not declared or paid dividend during the year hence reporting ofcompliances of section 123 is not applicable.
vi. Based on our examination, which included test checks, the Company has used accountingsoftware for maintaining its books of account for the financial year ended March 31, 2026which has a feature of recording audit trail (edit log) facility and the same has operatedthroughout the year for all relevant transactions recorded in the software. Further, duringthe course of our audit we did not come across any instance of the audit trail featurebeing tampered with. Also, the Company has preserved the audit trail as per the statutoryrequirements for record retention.
For Sidharth N Jain& Company
Chartered Accountants
Firm registration number:018311C
Sidharth Jain
Proprietor
Membership No.: 134684
UDIN: 26134684SXTUOA9774
Place: Surat
Date: May 29, 2026