We have audited the Financial Statements of Gayatri Sugars Limited ("the Company"), which
comprise the Balance Sheet as at 31st March, 2025, and 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 then ended, and notes to the Financial Statements, including a
summary of significant 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,
except for the effect of the matter described in the Basis for Qualified Opinion section of our
report below, 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 prescribed under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting
principles generally accepted in India, of the state of affairs of the Company as at 31st March
2025, and the profit and other comprehensive income, changes in equity and its cash flows for
the year ended on that date.

Basis for Qualified Opinion

As stated in note 29.16 to the accompanying Financial Statements, regarding the High Court
dismissing the writ petition filed by the Company challenging the levy of electricity duty by
the State Government on the consumption of electricity by captive generating units, the subse¬
quent dismissal of special leave petition by the Honorable Supreme Court and the pending
matter before the Board for Industrial and Financial Reconstruction being abated. As stated in
the said note, the Company has treated the estimated duty amount aggregating to ' 283.99
Lakhs as a contingent liability and no provision has been made in respect of the same.

In view of the above, we are unable to comment on the ultimate outcome of the matter and the
consequential impact if any on these Financial Statements.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. 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 (ICAI) together with the ethical requirements
that are relevant to our audit of the Financial Statements under the provisions of the Companies
Act, 2013 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 evi¬
dence we have obtained is sufficient and appropriate to provide a basis for our qualified audit
opinion on the Financial Statements.

Emphasis of Matters

(Note Nos. referred hereunder are with reference to respective Notes forming part of the Finan¬
cial Statements)

We draw attention to the following matters :

i) As stated in Note No. 29.14, the petition filed by IFCI Limited before Debt Recovery
Tribunal (DRT) for recovery of Sugar Development Fund (SDF) dues, is pending for
disposal/ withdrawal for detailed reasons stated in the said note.

Our Opinion is not modified in respect of the above matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most signifi¬
cance in our audit of the Ind AS financial statements of the current period. 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. We
have determined that there are no key audit matters to communicate in our report.
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 the Management Discussion and
analysis, Boards Report including annexures to Board's Report, Business Responsibility Report,
Corporate Governance, and Shareholder's Information, but does not include the Financial State¬
ments 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 in the 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. We have nothing to report in this
regard.

Responsibilities of Management and those Charged with Governance for the Financial State¬
ments

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, total
comprehensive income, changes in equity and cash flows of the Company in accordance with
the Ind AS and other accounting principles generally accepted in India. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the
Act for the 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 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
cither intends to liquidate the Company or to cease operations or has no realistic alternative
but to do so.

The Board of Directors is 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 mis¬
statement when it exists. Misstatements can arise from fraud or error and are considered mate¬
rial 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'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 sub-section (11) of section 143 of the Companies

Act, 2013, we give in the "Annexure A" 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 except for the possible effects of the matter described in the
Basis of Qualified Opinion Paragraph Above, obtained all the information and expla¬
nations which to the best of our knowledge and belief were necessary for the purposes
of our audit.

b) Except for the possible effects of the matter described in the Basis of Qualified Opin¬
ion Paragraph above, 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) Except for the possible effects of the matter described in the Basis of Qualified Opin¬
ion Paragraph above, the Balance Sheet, the Statement of Profit and Loss including
other Comprehensive Income, the Statement of Changes in Equity and the statement
of Cash Flow dealt with by this Report are in agreement with the books of account.

d) Except for the possible effects of the matter described in the Basis of Qualified Opin¬
ion Paragraph above, in our opinion, the aforesaid Financial Statements comply with
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 31st
March 2025 taken on record by the Board of Directors, none of the directors is dis¬
qualified 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 adequacy of the internal financial controls over financial report¬
ing of the Company and the operating effectiveness of such controls, refer to our
separate Report in "Annexure B".

g) 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. As stated in Note No. 29.2 of the Financial Statements, the Company has disclosed
the impact of pending litigations on its financial position in its 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 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 it's knowledge and belief,
other than as disclosed in the notes to the accounts, 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 person(s) or entity(ies),
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, that, to the best of it's knowledge and belief,
other than as disclosed in the notes to the accounts, no funds have been received
by the company from any person(s) or entity(ies), 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; and

(c) Based on audit procedures which we considered reasonable and appropriate in
the circumstances, nothing has come to the notice that has caused them to believe
that the representations under sub-clause (i) and (ii) contain any material
misstatement.

v. The company has not declared or paid any dividend during the year in contravention
of the provisions of section 123 of the Companies Act, 2013.

vi. 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 and the same has operated throughout the year for all
relevant transactions recorded in the software. Further, during the course of our audit
we did not come across any instance of audit trail feature being tampered with.

3) The Company has paid/ provided for managerial remuneration in accordance with the
requisite approvals mandated by the provisions of Section 197 read with Schedule V to the
Act.

For M O S & Associates LLP

Chartered Accountants

Firm's Registration No.001975S/S200020

Sd/-

Oommcn Mani

Place : Hyderabad Partner

Date : 29th May, 2025 Membership No. 234119

UDIN: 25234119BMTETU8444