We have audited the accompanying standalone financial statements of TGIF
Agribusiness Limited (‘the Company’), which comprise the balance sheet as at 31st
March, 2025, the statement of profit and loss 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, 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 Standards prescribed under section 133 of
the Act read with the Companies (Accounting Standards) Rules, 2021, as amended,
(“AS”) and other accounting principles generally accepted in India, of the state of affairs
of the Company as at March 31, 2025, its profit and its cash flows for the year ended
on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the
Standards on Auditing specified under section 143(10) of the Act (SAs). 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) 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 there under, 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

Key audit matters 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. However, we have no such matters to be reported
under this para.

Information Other than the Standalone Financial Statements and Auditor’s Report
Thereon

The Company’s management and Board of Directors are responsible for the preparation
of 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 Report and Shareholder’s Information, but does
not include the standalone financial statements and our auditor’s report thereon.

Our opinion on the standalone 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 standalone financial statements, our responsibility
is to read the other information 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.
When we read the Annual Report, if we conclude that there is a material misstatement
of this other information, we are required to communicate the matter to those charged
with governance and as may be legally advised. We have nothing to report in this regard.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Management and Board of Directors are responsible for the matters
stated in section 134(5) of the Act with respect to the preparation of these standalone
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 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 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 standalone financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the 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 management either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are 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 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.

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 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.

• Obtain an understanding of internal financial controls 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 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 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.

• 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.

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 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

1. As required by the Companies (Auditors’ 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, to the extent applicable.

2.

A. As required by Section 143(3) of the Act, based on our audit 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 the paragraph 2B(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014.

c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss
(including Other Comprehensive Income), the Statement of Changes in Equity and
the Statement of Cash Flows dealt with by this Report are in agreement with the
relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the 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 modifications relating to the maintenance of accounts and other matters
connected therewith are as stated in the paragraph 2A(b) above on reporting under
Section 143(3)(b) of the Act and paragraph 2B(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 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.

B. 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 on its financial
position in its standalone financial statements.

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

(i) 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 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:

• directly or indirectly lend or invest in other persons or entities identified
in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the
Company or

• provide any guarantee, security or the like to or on behalf of the Ultimate
Beneficiaries.

(ii) The management has represented, 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:

• directly or indirectly, lend or invest in other persons or entities identified
in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the
Funding Party or

• provide any guarantee, security or the like from or on behalf of the Ultimate
Beneficiaries; and

(iii) Based on such audit procedures as 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 (i) and (ii) above, 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
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 tempered with. The audit trail has been preserved by the company as per
the statutory requirements for record retention.

C. 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 according to the information and explanations given to us, the
remuneration paid by the Company to its directors 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)
of the Act which are required to be commented upon by us.

Place : AHMEDABAD For SAMIR M. SHAH & ASSOCIATES

Date : MAY 29, 2025 CHARTERED ACCOUNTANTS

FIRM REG. No.: 122377W

Sd/-

SAMIR M. SHAH
(PARTNER)

MEMBERSHIP No.: 111052
UDIN: 25111052BMJWYJ9239

Heaven, 8, Western Park
Society, Nr. Inductotherm, Bopal
Ahmedabad-380058