1. We have audited the accompanying standalone financial
statements of Dhampur Sugar Mills Limited ("the
Company”), which comprise the Standalone Balance
Sheet as at March 31, 2025, and the Standalone Statement
of Profit and Loss (including other comprehensive
income), Standalone Statement of Changes in Equity and
Standalone Statement of Cash Flow for the year then
ended, and notes to the standalone financial statements,
including a summary of the significant accounting policies
and other explanatory information (hereinafter referred to
as "Standalone Financial Statements”).

2. In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
Standalone 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 profit (including other
comprehensive income), changes in equity and its cash
flows for the year ended on that date.

Basis for Opinion

3. We conducted our audit of the Standalone Financial
Statements 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 Standalone 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') read together
with the independence requirements that are relevant to
our audit of the Standalone Financial Statements under
the provisions of the Act and the Rules made thereunder,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the ICAI's 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 Standalone Financial Statements.

Key Audit Matters

4. Key audit matters ('KAM') are those matters that, in our
professional judgment, were of most significance in our
audit of the Standalone Financial Statements of the current
period. These matters were addressed in the context 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 matters described below to be the key audit matters to
be communicated in our report.

Information Other than the Standalone Financial
Statements and Auditors' Report Thereon

5. The Company's Board of Directors is responsible for the
other information. The other information comprises the
information included in the Management Discussion and
Analysis, Report on Corporate Governance and Director's
Report including Annexures to Director's Report, Business
Responsibility and Sustainability Report and Shareholder's
Information, but does not include the Standalone Financial
Statements and our auditors' report thereon. The aforesaid
report is expected to be made available to us after the date
of this auditors' report.

6. Our opinion on the Standalone Financial Statements does
not cover the other information and we do not express any
form of assurance conclusion thereon.

7. In connection with our audit of the Standalone Financial
Statements, our responsibility is to read the other
information identified above when it becomes available
and, in doing so, consider whether the other information
is materially inconsistent with the Standalone Financial
Statements or our knowledge obtained during the
course of our audit or otherwise appears to be materially
misstated.

8. When we read the company's annual report and if we
conclude that there is a material misstatement therein, we
are required to communicate the matter to those charged
with governance and shall take appropriate actions, if
required.

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

9. The Company's Board of Directors is responsible for the
matters stated in Section 134(5) of the Act with respect
to the preparation and presentation of these Standalone
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.

10. 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 judgements 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 Standalone Financial
Statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

11. In preparing the Standalone 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
management either intends to liquidate the Company or to
cease operations or has no realistic alternative but to do
so.

12. Those Board of Directors are responsible for overseeing
the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the
Standalone Financial Statements

13. 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 Standalone Financial
Statements.

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

Ý 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.

Ý 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 system with
reference to Standalone Financial statement in place
and the operating effectiveness of such controls.

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

Ý 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 Standalone 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.

Ý Evaluate the overall presentation, structure and
content of the Standalone Financial Statements,
including the disclosures, and whether the Standalone
Financial Statements represent the underlying
transactions and events in a manner that achieves fair
presentation.

15. Materiality is the magnitude of misstatements in the
Standalone 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.

16. 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.

17. 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.

18. From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the Standalone 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

19. As required by the Companies (Auditors' Report) Order,
2020 ("the Ordefi') issued by the Central Government of
India in terms of Section 143(11) of the Act, we give in
"Annexure A' a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

20. 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 except
for the matters stated in paragraph 20(i)(vi) below on
reporting under rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 (as amended) ("the Rules");

c. The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss (including other
comprehensive income), the Standalone Statement
of Changes in Equity and the Standalone Statement of
Cash Flow 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 Ind AS 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 as on March 31, 2025, taken on
record by the Board of Directors, none of the directors
is disqualified as on March 31, 2025, from being
appointed as a director in terms of Section 164 (2) of
the Act;

f. The reservations relating to the maintenance of
accounts and other matters connected therewith are
as stated in paragraph 20(b) above on reporting under
Section 143(3)(b) of the Act and paragraph 20(i)(vi)
below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014;

g. With respect to the adequacy of the internal financial
controls over financial reporting with reference to
Standalone Financial 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 over financial reporting;

h. With respect to the matter 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 according to the information and
explanation given to us, the remuneration paid during
the current year by the Company to its directors 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) of the
Act which is required to be commented upon by us.

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, 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 as at March 31, 2025, on its
financial position in its Standalone Financial
Statements. Refer Note 38 to the Standalone
Financial Statements;

ii. The Company did not have any long-term
contracts including derivative contracts for which
there were any 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. (i) 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;

(ii) 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;

(iii) 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 Rule 11(e), as provided under (a) and (b)
above, contain any material misstatement.

v. The Company has neither declared nor paid
any dividend during the current year, therefore
reporting under rule 11 (f) is not applicable.

vi. Based on our examination which included test
checks, the Company has used 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 except that, audit trail
feature is not enabled at database level and
also for certain changes that can be made using
certain privileged/ administrative access rights.

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.

Additionally, the audit trail of relevant previous
year has been preserved by the Company as per
the statutory requirements for record retention,
to the extent it was enabled and recorded in the
previous year.

For Mittal Gupta & Co. For T R Chadha & Co LLP

Chartered Accountants Chartered Accountants

Firm Registration No.001874C Firm Registration No.006711N/N500028

Ajay Kumar Rastogi Hitesh Garg

Partner Partner

Membership No. 071426 Membership No. 502955

Place of signature: New Delhi Place of signature: New Delhi

Date: May 16, 2025 Date: May 16, 2025

UDIN: 25071426BMTDJG3899 UDIN: 25502955BMLWNX6338