We have audited the accompanying Financial
Statements of Dalmia Bharat Sugar and Industries
Limited ("the Company"), which comprise the Balance
Sheet as at March 31, 2025, the Statement of Profit
and Loss including Other Comprehensive Income, the
Statement of Changes in Equity and the Statement of
Cash Flows for the year ended on that date, and notes to
the Financial Statements including a summary of material
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 ("Ind AS") prescribed
under section 133 of the Act and other accounting
principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2025 and its
profit and other comprehensive loss, 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 Act. 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 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 obtained by us is sufficient and
appropriate to provide a basis for our audit opinion on
the Financial Statements.

Emphasis of Matter

Attention is drawn to Note No.46 regarding merger of
Baghauli Sugar and Distillery Limited (100% Subsidiary of
the company) by the Company. As per National Company
Law Tribunal "NCLT", Chennai order dated April 25th
2025, Baghauli Sugar and Distillery limited gets merged
with Dalmia Bharat Sugar and Industries Limited with
effect from April 01^st 2024 i.e. the appointed date as per
the scheme. The same is considered as "adjusting event"
as per Ind AS-10 and accordingly financials for the year
ended March 31^st 2025 have been given effect to the
above scheme.

Our opinion is not modified in respect of above matter.

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
Financial Statements and Auditor's
Report Thereon

The Company's Board of Directors are responsible for 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 & Sustainability Report
and Report on 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. There is
no material misstatement observed during the audit by
us, therefore we have nothing to report in this matter.

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

The Company's Board of Directors are responsible 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 including other comprehensive
loss, changes in equity and cash flows of the Company
in accordance with the accounting principles generally
accepted in India, including the 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 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 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
and Board of Directors are 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 Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic
alternative but to do so.

The Company's Board of Directors are 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 aggregate, they could reasonably be

expected to influence the economic decisions of users
taken based on 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 financial
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 with
reference to the financial statements 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.

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 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

1. 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 Act, we give in the "Annexure A" a statement on
the matters specified in paragraphs 3 and 4 of the
Order.

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 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 Changes in Equity and the Statement of Cash
Flow dealt with by this Report are in agreement with
the relevant books of account.

d) In our opinion, the aforesaid Financial Statements
comply with the Ind AS specified under Section 133
of the Act.

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) With respect to the adequacy of the internal
financial controls with reference to the 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 with reference to the financial statements.

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 explanation
given to us, the remuneration paid / payable 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 as at March 31, 2025 on its
financial position in its Financial Statements.
Refer note 31 to the Financial Statements.

ii. The Company has made provisions, as required
under the applicable law or accounting
standards, for material foreseeable losses, if
any, on long term contracts including derivatives
contracts.

iii. There has been no delay in transferring
amounts required to be transferred to the
Investor Education and Protection Fund by the
Company.

iv. (a) The Management has represented to us

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, 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;

(b) The Management has represented to us
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, 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 our audit procedure conducted
that have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that cause us to
believe that the representation under sub¬
clause (i) and (ii) of Rule 11 (e), as provided
under (a) & (b) above, contain any material
misstatement.

(v) As states in note 12 to the Financial Statements:

(a) The final dividend proposed in the previous

year, declared and paid by the Company during
the year is in accordance with section 123, as
applicable.

(b) The interim dividend declared and paid by the
Company during the year and until the date of
this audit report is in accordance with section
123.

(c) The Board of Director of the Company have
proposed final dividend for the year, which is
subject to the approval of the members at the
ensuing Annual General Meeting. The amount
of dividend proposed is in accordance with
Section 123 of the Act, as applicable.

(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 have a feature
of recording audit trail (edit log) facility and the
same has operated throughout the year for all the
transactions recorded in the accounting software.
Further, during the course of our audit we did not
come across any instance of 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 NSBP & Co.

Chartered Accountants
Firm's Registration Number: 001075N

Ram Niwas Jalan

Partner

Membership Number: 082389
UDIN: 25082389BMMJSM2738

Place: New Delhi
Date: May 13, 2025