The Directors have pleasure in presenting the Ninety First Annual Report of the Company together with the Audited Accounts for
the financial year ended 31^st March 2026.

Synopsis of the Company''s financial performance is presented below: (H in Crores)

Operational Performance

The key operational data of the Company is presented below:

Sugar operations at a glance

Co-generation operations at a glance:

Ethanol operations at a alance:

Particulars I For the year ended For the year ended

_| March 31, 2026 March 31, 2025

Ethanol Production 673.34 678.37

Ethanol Sale 569.83 694.18

Chemical operations at a glance:

Potable Spirits

Company''s Performance during the Financial Year
2025-26

The Company''s Performance during the Financial Year 2025-26
has been explained in detail in Management Discussion and
Analysis Report which forms an integral part of this report.

Rewarding Shareholders and Dividend Distribution
Policy

Buy Back of Equity Shares

In order to reward shareholders, Board of Directors at its
meeting held on May 16, 2025 approved the buy-back of Equity
Shares of the face value of H10/- each at a price not exceeding
H185/- (One Hundred Eighty Five) per Equity Share ("Maximum
Buyback Price") amounting to H20 crores (Rupees Twenty
Crores only) through the "tender offer" route, using stock
exchange mechanism as prescribed under Securities and
Exchange Board of India (Buyback of Securities) Regulations,
2018 (the "Buyback Regulations") and the Companies Act, 2013
and rules made thereunder, as amended from time to time.

The Company, accordingly, bought back 10,81,081 Equity Shares
at a total consideration upto H20 crores (Rupees Twenty Crores
only).

Pursuant to the buy-back, 10,81,081 Equity Shares were
extinguished on June 17, 2025, and the paid-up equity share
capital of the Company stood at 6,43,06,509 equity shares as
on March 31, 2026.

Interim Dividend

The Board of Directors at its meeting held on
20^th May, 2026 had approved payment of interim dividend

of 20% i.e H2.00 per Equity Share of H10 each on 6,43,06,509
Equity Shares for the Financial Year 2025-26.

The interim dividend declared by the Board of Directors is
proposed to be confirmed as final dividend by the Shareholders
in the ensuing Annual General Meeting.

Dividend Distribution Policy of the Company has been hosted
on the website of the Company i.e., https://api.dhampursugar.
com/uploads/Dividend_Distribution_Policy_e72008be06.pdf

Details of Unpaid and Unclaimed Dividend and
Investor Education and Protection Fund

A detailed disclosure with regard to Unpaid and Unclaimed
dividend and IEPF activities undertaken by the Company
during the year under review forms part of Corporate
Governance Report.

Reserves and Surplus

The Company has earned Net Profit after tax of H64.07 Crores
for the year ended 31^st March, 2026, which has been added to
Retained Earnings. During the year under review, the Company
has transferred H0.28 crores to Molasses Reserve Fund, which
is also stated in the notes to Financial Statements.

Issue and Allotment of Commercial Papers

During the year the Company has from time to time issued and
allotted Commercial Papers aggregating to H475.00 Crores as
part of working capital borrowings. The issued Commercial
Paper were listed on BSE Limited. Amount of outstanding
commercial papers at any given point of time was within the
approved borrowing limits and redemption of principal and
interest were made on time.

Subsidiary; Associate & Joint Venture Companies

As on 31^st March 2026, the Company had two subsidiaries i.e.
Ehaat Limited and DETS Limited.

Ehaat Limited (''Ehaat'') continued its business of trading.
During the year the turnover of the Company stands at H112.93
crores as against previous year of H119.38 Crores.

DETS Limited continued its business while exploring various
other opportunities to expand its operations. The turnover of
the Company for the current year stands at H0.60 crores which
was same as previous year.

Audited Financial Statements of the subsidiaries for Financial
Year 2025-26 have been placed on the website of the Company
i.e., www.dhampursugar.com and are available for inspection
at the Company''s registered office and at the registered office
of the subsidiary companies.

Consolidated Financial Statements

In compliance with the provisions of the Companies Act,
2013, (the "Act”) and requirements of the Indian Accounting
Standards Rules on accounting and disclosure requirements,
as applicable, and as prescribed under Regulation 34 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended,
(the "Listing Regulations), the Audited Consolidated Financial
Statements form part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement in Form AOC-1
containing the salient features of the financial statements
of the Company''s Subsidiary Companies is also enclosed as
Annexure -1 to this report.

The audited financial statements of the Company including the
consolidated financial statements and related information of
the Company are available on the website of the Company at
www.dhampursugar.com

Share Capital

The paid-up Equity Share Capital of the Company as at
31^st March, 2026 stood at 6,43,06,509 Equity Shares of H10/-
each aggregating to H64,30,65,090 (Rupees Sixty Four Crores
Thirty Lakhs Sixty Five Thousand and Ninety Only).

ESOP/ESAR

During the year under review, the Company has not issued any
shares or convertible securities or shares with differential
voting rights, nor has granted any stock option, sweat equity
or warrants.

Change in the Nature of Business

During the year there was no change in nature of the business
of the Company.

Directors and Key Managerial Personnel

During the year, Mr. Yashwardhan Poddar (DIN: 00008749) and
Mr. Satpal Kumar Arora (DIN: 00061420) were re-appointed as
Non-Executive Independent Directors of the Company at the
Annual General Meeting held on 28^th August, 2025 for a term of
five years with effect from 30^th July, 2025.

The term of Mr. AnujKhanna, Non-Executive Independent
Director of the Company will expire on 6^th June 2026. It has
been proposed to re-appoint him for another period of five
years subject to approval of shareholders in the ensuing Annual
General Meeting.

The term of Mr. Subhash Pandey, Whole Time Director of the
Company will expire on 24 ^th September 2026. It has been
proposed to re-appoint him for another period of three years
subject to approval of shareholders in the ensuing Annual
General Meeting. His appointment shall be liable to retire
by rotation.

Brief profile of Directors being re-appointed is given in the
Notice convening the ensuing Annual General Meeting of
the Company

The composition of the Board of Directors of the Company is
in compliance with the applicable provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Declaration by Independent Directors

The Company has received declaration from all Independent
Directors stated below in accordance with the provisions
of Section 149(6) of Companies Act, 2013 and Regulation 16
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and amendments thereto:

Mr. Yashwardhan Poddar
Mr. Anuj Khanna
Mr. Satpal Kumar Arora
Ms. Pallavi Khandelwal

The Company has also received confirmation from all the
Independent Directors that they have not been disqualified
under section 164(1) and 164(2) of the Companies Act, 2013 in
any of the Companies, in the previous financial year, and that
they are at present free from any disqualification from being
a Director. The Independent Directors have also confirmed
their compliance with the Code for Independent Directors, as
prescribed in Schedule IV to the Companies Act, 2013, and the
Code of Conduct and Business Ethics for Board Members and
Senior Management of the Company.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the
Companies Act, 2013, our Directors state that:

a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if any.

b) the Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company
at the end of the financial year and of the Profit and Loss
(including other comprehensive income) of the Company
for the year.

c) the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

d) the annual accounts have been prepared on a going
concern basis.

e) the Directors have laid down Internal Financial Controls to
be followed by the Company and that such Internal Financial
Controls are adequate and operating effectively; and

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

Details of Board Meetings held during the year

The Board of Directors met five times during the Financial Year
2025-26. Detail of the Board Meetings and attendance at the
meetings held during the Financial Year 2025-26 are included
in Corporate Governance Report, which forms integral part of
this report.

Committees of the Board

The Board of Directors has constituted following mandatory
Committees, as required by the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015:

Mandatory Committees:

Audit Committee

Nomination and Remuneration Committee
Stakeholders'' Relationship Committee
Corporate Social Responsibility Committee
Risk Management Committee

The detail of the Committees alongwith their composition,
number of meetings held during the year and attendance at
the meetings are provided in the Corporate Governance Report
forming part of this report.

Corporate Social Responsibility

In terms of the provisions of Section 135 of the Companies
Act, 2013 ("the Act") read with the Companies (Corporate Social

Responsibility Policy) Rules, 2014, as amended, the Company
has constituted a Corporate Social Responsibility ("CSR")
Committee of the Board.

The composition of the CSR Committee as on 31^st March, 2026
was as under:

¦ Mr. Ashok Kumar Goel - Chairman

¦ Mr. Gaurav Goel - Member

¦ Mr. Yashwardhan Poddar - Member

The CSR Committee is entrusted with the responsibility
of formulating and recommending the Corporate Social
Responsibility Policy to the Board, recommending the amount
of expenditure to be incurred on CSR activities, and monitoring
the implementation of the CSR Policy from time to time.

The details of the meetings of the CSR Committee held during
the financial year 2025-26 and the attendance of members
there at are provided in the Corporate Governance Report,
which forms part of this Annual Report.

The Corporate Social Responsibility Policy of the Company,
as approved by the Board of Directors, is available on the
Company''s website and can be accessed at https://api.
dhampursugar.com/uploads/CSR_Policy_bb2d0ee58e.pdf

Pursuant to the provisions of Section 135 of the Companies Act,
2013 read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, as amended, the Annual Report on
Corporate Social Responsibility activities for the financial year
2025-26, in the prescribed format, forms part of this Report
and is annexed herewith as Annexure-2.

Non-Mandatory Committee
Management Committee:

The Board of Directors has constituted a Management
Committee and delegated to it certain powers and
responsibilities for carrying out management functions of the
Company in accordance with the authority delegated by the
Board from time to time.

During the financial year 2025-26, eleven meetings of the
Management Committee were held. The composition of the
Committee and details of the meetings held during the year,
including attendance of members, are provided in the Corporate
Governance Report forming part of this Annual Report.

Public Deposits

The Company discontinued acceptance of public deposits with
effect from 8^th May, 2023. During the financial year 2025-26,
the Company did not accept any public deposits.

The status of deposits during the year under review is
as follows:

I. Accepted during the year: NIL

II. Paid during the year: H76,74,000/-

III. Unpaid or unclaimed (excluding interest thereon) as at the
end of the year: NIL

IV. If there has been any default in repayment of deposits
or payment of interest thereon during the year and if so,
number of such cases and the total amount involved:

(i) at the beginning of the year: NIL

(ii) maximum during the year:NIL

(iii) at the end of the year:NIL

Deposits not in Compliance with Chapter V of the
Companies Act, 2013

The Company is not accepting any fresh deposits from the
public. Further, there are no deposits outstanding as at
31^st March, 2026 that are not in compliance with the
requirements of Chapter V of the Companies Act, 2013 and the
rules made thereunder. The Company has complied with all
applicable provisions relating to the repayment of deposits and
payment of interest thereon.

The Company has repaid all public deposits as per the terms of
acceptance of the deposits. As on the date of this report, there
are no outstanding public deposits.

Particulars of Loans, Guarantees and Investments

Particulars of loans, guarantees and investments covered
under the provisions of Section 186 of the Companies Act, 2013,
wherever applicable, are disclosed in the notes forming part of
the Financial Statements of the Company.

Related Party Transactions

All related party transactions entered into during the financial
year 2025-26 were in the ordinary course of business and on
an arm''s length basis. These transactions were reviewed and
approved by the Audit Committee and were in compliance
with the applicable provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time.

None of the related party transactions entered into by the
Company during the year were material in nature. Accordingly,
the disclosure of related party transactions in Form AOC-2
pursuant to Section 134(3Xh) of the Companies Act, 2013 read
with Rule 8(2) of the Companies (Accounts) Rules, 2014 is
not applicable.

During the year under review, there were no materially
significant related party transactions entered into by the
Company with its Promoters, Directors, Key Managerial
Personnel or other related parties that could have had a
potential conflict with the interests of the Company.

The Policy on Related Party Transactions, as approved by
the Board of Directors, is available on the Company''s website
at https://api.dhampursugar.com/uploads/Related_Party_
Transaction_Policy_02_02_2026_3570cb09e9.pdf

The disclosures pertaining to related party transactions
as required under the applicable accounting standards are
provided in Note No. 41 to the Standalone Financial Statements
forming part of this Annual Report.

Auditors

Statutory Auditors and their Audit Report

M/s Mittal Gupta & Co. Chartered Accountants, (ICAI Firm
Registration Number: 001874C) and M/s. TR Chadha & Co.
LLP, Chartered Accountants, (ICAI Firm Registration number
006711N/N500028) are Joint Statutory Auditors of the Company
and shall continue to be Statutory Auditors till the conclusion
of the Ninety Second Annual General Meeting of the Company.

The reports given by the Auditors on the Standalone and
Consolidated Financial Statements of the Company for the
year ended 31^st March, 2026, form part of this Annual Report
and there is no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their reports.

The Auditors of the Company have not reported any fraud
in terms of the second proviso to Section 143(12) of the
Companies Act, 2013 and therefore no detail is required to be
disclosed under Section 134 (3) (ca) of the Companies Act, 2013.

Cost Records and Cost Audit

The Company is required to maintain cost records as specified
by the Central Government under Section 148(1) of the
Companies Act, 2013 read with the Companies (Cost Records
and Audit) Rules, 2014, as amended from time to time, and
accordingly such accounts and records are maintained by
the Company.

Pursuant to the provisions of Section 148 of the Companies
Act, 2013 and the rules made thereunder, the cost audit of the
Company''s cost records for the financial year 2025-26 was
conducted by Mr. S. R. Kapur, Cost Accountant, Meerut. The
Cost Audit Report for the said financial year will be filed with
the Central Government within the prescribed time limit.

On the recommendation of the Audit Committee, the Board of
Directors has re-appointed Mr. S. R. Kapur, Cost Accountant,
Meerut, as the Cost Auditor of the Company for the financial
year 2026-27 to conduct the audit of the cost records of
the Company.

In accordance with the provisions of the Companies Act, 2013
and the rules made thereunder, the remuneration payable to
the Cost Auditor for the financial year 2026-27 is being placed
before the members for ratification at the ensuing Annual
General Meeting.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 read with the rules made thereunder, the Company
has an adequate internal audit system commensurate with the
size, scale and complexity of its operations.

Based on the recommendation of the Audit Committee, the
Board of Directors has re-appointed Ernst & Young LLP,
Chartered Accountants, as the Internal Auditors of the
Company for the financial year 2026-27 to conduct internal
audit and review the adequacy and effectiveness of the internal
control systems and processes of the Company.

Internal Financial Control

The Company has in place adequate internal financial controls
with reference to the Financial Statements, commensurate
with the size, scale and complexity of its operations. The
Company has established policies and procedures to ensure
orderly and efficient conduct of its business, safeguarding
of its assets, prevention and detection of frauds and errors,
accuracy and completeness of accounting records, and timely
preparation of reliable financial information.

The adequacy and effectiveness of the internal financial control
framework are reviewed periodically through management
reviews and internal audits. Based on the assessment carried
out by the Management and the review undertaken by the Audit
Committee, the internal financial controls of the Company
were found to be adequate and effective during the year
under review.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act,
2013 read with the rules made thereunder and Regulation 24A
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, the shareholders of the
Company at their Annual General Meeting held on 28^th August,
2025 approved the appointment of M/s. GSK & Associates,
Company Secretaries, as the Secretarial Auditors of the
Company for a term of five consecutive years commencing
from 1^st April, 2025 and ending on 31^st March, 2030.

The Secretarial Audit Report for the financial year 2025-26 is
annexed to this Report as Annexure-3 and forms an integral
part hereof. The said report does not contain any qualification,
reservation, adverse remark or disclaimer.

Further, the Annual Secretarial Compliance Report for the
financial year 2025-26, as required under Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, is annexed to this Report as
Annexure-3A and forms part of this Annual Report.

Details of Fraud Reported by Auditors

During the financial year 2025-26, neither the Statutory
Auditors, the Secretarial Auditors nor the Cost Auditors of the
Company have reported any instance of fraud under the second
proviso to Section 143(12) of the Companies Act, 2013 read with
the Companies (Audit and Auditors) Rules, 2014.

Accordingly, no disclosure is required under Section 134(3)(ca)
of the Companies Act, 2013.

Credit Rating

The Credit Rating assigned by India Ratings & Research (Ind-
Ra) on 14^th November, 2025 to the Company are as follows:

Material Changes and Commitments affecting
Financial Position of the Company

There have been no material changes or commitments
affecting the financial position of the Company which have
occurred during the financial year to which the Financial
Statements relate and the date of this Report.

Proposed Acquisition of Equity Shares of Venus
India Asset-Finance Private Limited

During the year under review, the Company executed a Share
Purchase Agreement (SPA) for the acquisition of 4,72,87,537
equity shares of Venus India Asset-Finance Private Limited,
a non-deposit taking Non-Banking Financial Company (NBFC)
registered with the Reserve Bank of India and classified as a
''Base Layer'' NBFC, representing 51% of its issued and paid-
up equity share capital, from Venus India Structured Finance
Master Limited (in liquidation).

The proposed acquisition is subject to fulfilment of the
conditions precedent stipulated under the SPA and receipt
of requisite regulatory approvals, including approval from the
Reserve Bank of India. Upon completion of the transaction,
Venus India Asset-Finance Private Limited will become a
subsidiary of the Company.

The proposed investment is in line with the Company''s strategy
to diversify its business portfolio, broaden its revenue streams
and create long-term value for stakeholders.

Labour Codes

The Government of India has notified four labour codes,
namely the Code on Wages, 2019, the Industrial Relations Code,
2020, the Code on Social Security, 2020 and the Occupational
Safety, Health and Working Conditions Code, 2020 (collectively
referred to as the "Labour Codes”), which are intended to
consolidate and rationalise various existing labour laws.

Based on the information currently available and the guidance
issued by the Institute of Chartered Accountants of India, the
Company has assessed the impact of the Labour Codes on its
obligations relating to employee benefits and is of the view
that there is no material financial impact on the Company. The
Company is also evaluating the impact of the Labour Codes on

other aspects of its operations and compliance requirements.
However, the Management does not expect any material impact
arising from the implementation of these Labour Codes.

Sustainable Growth

The Company remains committed to sustainable growth and
continues to integrate environmental, social and economic
considerations into its business operations. As part of its
sustainability initiatives, the Company continues to generate
renewable energy through its cogeneration facilities and
has enhanced its ethanol production capacity to support the
Government of India''s Ethanol Blending Programme.

Committed to the sustainable development of the communities
in and around its areas of operation, the Company continues
to focus on environmental protection and undertakes various
initiatives aimed at minimizing its environmental footprint.
Measures adopted towards achieving Zero Liquid Discharge
(ZLD), including the installation of advanced treatment and
recovery systems, have contributed significantly towards the
reduction and elimination of water and air pollution in the
vicinity of its manufacturing units.

The Company is an equal opportunity employer and provides
equal employment opportunities to all eligible candidates
irrespective of gender, caste, religion or social background,
subject to the availability of the requisite qualifications, skills
and experience.

The Company actively promotes sustainable agricultural
practices among farmers through awareness programmes
and capacity-building initiatives. The Company encourages
the adoption of modern agricultural techniques for reducing
water consumption in sugarcane cultivation and supports
rainwater harvesting and water conservation projects in its
areas of operation.

The Company has also partnered with reputed organizations
to implement healthcare programmes in rural areas and
continues to support initiatives aimed at improving access
to quality education. Through these efforts, the Company
remains committed to contributing to the socio-economic
development of rural communities and creating long-term
sustainable value for all stakeholders

Management Discussion and Analysis

The Management Discussion and Analysis Report on the
operations of the Company, as required under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
is provided in a separate section and forms an integral part of
this report.

Corporate Governance

As per SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, separate section on Corporate
Governance practices followed by the Company, together with

certificate from M/s. GSK & Associates, a firm of Company
Secretaries in Practice, confirming compliance forms an
integral part of this report.

Compliance with Secretarial Standards

The Company complies with all the applicable mandatory
Secretarial Standards issued by The Institute of Company
Secretaries of India.

Policy on Selection and Remuneration of Directors

The Board of Directors has adopted a Nomination and
Remuneration Policy that provides a framework for the
remuneration of Directors, Key Managerial Personnel, and
Senior Management of the Company. The details of this Policy
are included in the Corporate Governance Report, which forms
an integral part of this Annual Report.

The Policy is aligned with the existing practices and objectives
of the Company. The Nomination and Remuneration Policy, as
approved by the Board, is available on the Company''s website
i.e., https://api.dhampursugar.com/uploads/Nomination_and_
Remuneration_Policy_1d1b89fa2c.pdf

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and
applicable Regulations of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has
carried out the evaluation of its own performance and that of the
Board Committees and of Directors individually on the basis of
structured questionnaire that was prepared after considering
inputs received from the Directors, covering various aspects of
the Board''s functioning such as adequacy of the composition
of the Board and its Committees, Board culture, execution
and performance of specific duties, obligations, corporate
governance practices and stakeholders'' interests, etc.

A separate exercise was carried out to evaluate the
performance of Individual Directors including the Chairman of
the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgement,
meeting risk management and competition challenges,
compliance and due diligence, financial control, safeguarding
the interest of the Company and its minority shareholders etc.
The Nomination and Remuneration Committee also carried
out evaluation of every Director''s performance. The Directors
expressed satisfaction with the evaluation process and
results thereof.

Risk Management Policy and Framework

The Risk Management Policy of the Company is in place for
risk assessment and mitigation. The Policy facilitates the
identification of risks at an appropriate time and ensures
necessary steps to be taken to mitigate the risks. Risk
procedures are periodically reviewed to ensure control of risk

through a properly defined framework. The Company''s Risk
Management strategy is integrated with its overall business
strategies and is communicated throughout the organization.

Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Vigil Mechanism / Whistle Blower
Policy to promote ethical conduct and provide a mechanism
for Directors and Employees to report genuine concerns. The
Policy ensures adequate safeguards against victimization of
whistle blowers and facilitates reporting of unethical practices,
fraud, or violations of the Company''s Code of Conduct.

The Vigil Mechanism/Whistle Blower Policy as approved
by the Board is uploaded on the Company''s website at
https://api.dhampursugar.com/uploads/Whistle_Blower_
Policy_26c5968a74.pdf

Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has adopted an Anti-Sexual Harassment
Policy in accordance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. An Internal Complaints Committee
(ICC) has been constituted to address complaints relating to
sexual harassment. The Policy covers all employees, including
permanent, contractual, temporary, and trainee personnel.

The following is a summary of sexual harassment complaints
received and disposed during the year 2025-26.

(a) number of complaints of sexual harassment received in
the year:NIL

(b) number of complaints disposed off during the year: NIL

(c) number of cases pending for more than ninety days: NIL

Statement by the Company with respect to the
Compliance to the provisions relating to the
Maternity Benefits Act, 1961.

The Company has complied with the provisions of the
Maternity Benefit Act, 1961, as applicable, and has provided
maternity benefits to eligible employees in accordance with
the provisions of the said Act.

Conservation of energy, technology absorption,
foreign exchange earnings and outgo

Particulars relating to conservation of energy, technology
absorption, and foreign exchange earnings and outgo, as
required under Section 134(3Xm) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014,
are provided in Annexure 4, which forms an integral part of
this Report.

Annual Return

According to the provisions of Section 92(3) of the
Companies Act, 2013, read with Companies (Management and
Administration) Rules, 2014, The Annual Return of the Company
in Form MGT -7 has been placed on the website of the Company
i.e., www.dhampursugar.com.

Significant and Material Orders Passed by
Regulators, Courts or Tribunals

During the year under review, no significant or material
orders were passed by any regulator, court, or tribunal that
would impact the going concern status of the Company or its
future operations.

One-Time Settlement with Banks or Financial
Institutions

During the year under review, the Company did not enter into
any one-time settlement with any bank or financial institution.
Accordingly, the disclosure required under Rule 8(5)(xii) of the
Companies (Accounts) Rules, 2014, relating to the difference
between the valuation carried out at the time of one-time
settlement and the valuation undertaken while availing loans
from banks or financial institutions, along with the reasons
therefor, is not applicable to the Company.

Details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016

Pursuant to Rule 8(5)(xi) of the Companies (Accounts) Rules,
2014, the Board hereby confirms that no application was made,
nor were any proceedings pending against the Company under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016), during
the year under review.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Business
Responsibility and Sustainability Report (BRSR) for the
Financial Year 2025-26 is annexed as Annexure 5 and forms an
integral part of this Annual Report.

Human Resources and Industrial Relations

The Company values its employees as its most important asset
and continues to focus on developing a skilled, motivated,
and engaged workforce. Structured induction programmes
and continuous learning initiatives are conducted to enhance
employee capabilities and leadership skills. Industrial
relations remained cordial and harmonious across all locations
throughout the year.

Statutory Information - Particulars of Employees

The disclosures required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are provided in Annexure 6, which forms an integral
part of this Report.

Further, the statement containing particulars of employees as
required under Rule 5(2) read with Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed as Annexure 6A and forms an integral
part of this Report. In accordance with the provisions of
Section 136 of the Companies Act, 2013, the said annexure is
not being sent to the Members along with this Annual Report.
Members interested in obtaining a copy of the same may write
to the Company Secretary at the Registered Office of the
Company at least twenty-one days before and up to the date
of the ensuing Annual General Meeting during business hours.

Suspense Escrow Demat Account

Pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_
RTAMB/P/CIR/2022/8 dated January 25, 2022, as amended
from time to time, the Company has opened a Suspense Escrow
Demat Account with a Depository Participant for crediting
shares that remain unclaimed for more than 120 days from
the date of issuance of the Letter(s) of Confirmation issued
in lieu of physical share certificates. Such shares are held in
dematerialized form in the said account until the concerned
shareholders complete the requisite formalities for credit of
the shares to their respective demat accounts.

Acknowledgement

The Board of Directors places on record its sincere
appreciation and gratitude to the Central Government, the
Government of Uttar Pradesh, regulatory authorities, banks
and financial institutions, cane growers, customers, vendors,
business associates, shareholders, and all other stakeholders
for their continued support, cooperation, and confidence in
the Company.

The Directors also express their heartfelt appreciation to all
employees for their dedication, commitment, and valuable
contribution towards the growth and performance of the
Company during the year. The Board acknowledges the
collective efforts of all stakeholders whose continued trust and
support have enabled the Company to achieve its objectives
and create sustainable value.

For and on behalf of the Board of Directors
Ashok Kumar Goel

Place: New Delhi Chairman

Date: 28^th May, 2026 (DIN: 00076553)

The Directors have pleasure in presenting the Nineteith Annual Report of the Company together with the Audited Accounts for the
financial year ended 31^st March 2025.

Synopsis of the Company''s financial performance is presented below: (H in crores)

Operational Performance

The key operational data of the Company is presented below :

Sugar operations at a glance

Co-generation operations at a glance:

Ethanol operations at a glance:

Chemical operations at a glance:

Company''s Performance during the Financial Year
2024-25

The Company''s Performance during the Financial Year 2024¬
25 has been explained in detail in Management Discussion and
Analysis Report which forms an integral part of this report.

Rewarding Shareholders, Dividend and Dividend
Distribution Policy

In order to reward shareholders, Board of Directors at its
meeting held on May 16, 2025 approved the buy-back of
Equity Shares of the face value of H10/- each at a price not
exceeding H185/- (One Hundred Eighty Five ) per Equity Share
("Maximum Buyback Price") amounting to H20 crores (Rupees
Twenty Crores only) through the "tender offer" route, using
stock exchange mechanism as prescribed under Securities
and Exchange Board of India (Buyback Securities) Regulations,
2018 (the "Buyback Regulations") and the Companies Act, 2013
and rules made thereunder, as amended from time to time.

No dividend has been declared by the Company for Financial
Year 2024-25.

Dividend Distribution Policy of the Company has been hosted
on the website of the Company i.e., https://api.dhampursugar.
com/uploads/Dividend_Distribution_Policy_e72008be06.pdf

Details of Unpaid and Unclaimed Dividend and
Investor Education and Protection Fund

A detailed disclosure with regard to Unpaid and Unclaimed
dividend and IEPF activities undertaken by the Company during
the year under review forms part of Corporate Governance
Report.

Reserves and Surplus

The Company has earned Net Profit after tax of H52.15 Crores
for the year ended 31^st March, 2025, which has been added to
Retained Earnings. During the year under review, the Company
transferred H0.24 crores to Molasses Reserve Fund.

Reclassification of Promoters

Pursuant to the Order dated April 27, 2022, issued by the Hon''ble
National Company Law Tribunal ("NCLT"), Allahabad Bench,
approving the Scheme of Arrangement between Dhampur
Sugar Mills Limited and Dhampur Bio Organics Limited and
their respective shareholders and creditors ("Scheme"), and
in accordance with the relevant clause of the Scheme, the
application for reclassification of promoters was filed on June
14, 2023. The said application was subsequently approved by
both BSE Limited ("BSE") and the National Stock Exchange of
India Limited ("NSE") on July 30, 2024.

Further, the Company has received requests from promoter
i.e. Mrs. Ritu Sanghi for reclassification of her status from
"Promoter Category to Public Category". In view of the same, The
Company filed the application with both the Stock Exchanges
i.e. BSE and NSE on August 23, 2024. The said application was
approved by both BSE Limited ("BSE") and the National Stock
Exchange of India Limited ("NSE") on October 18, 2024.

Issue and Allotment of Commercial Papers

During the year the Company has issued and allotted
Commercial Papers aggregating to H350 Crores. The issued
Commercial Paper were listed on BSE Limited. The issued
amount of commercial paper was within the approved
borrowing limits and redemption of principal and interest were
made on time.

Subsidiary; Associate & Joint Venture Companies

As on 31^st March 2025, the Company had two subsidiaries i.e.
Ehaat Limited and DETS Limited.

Ehaat Limited (Ehaat'') continued its business of trading. During
the year, the turnover of the Company stood at H119.50 crores
as against the previous year H125.18 Crores.

DETS Limited continued its business while exploring various
other opportunities to expand its operations. The turnover of
the Company for the current year stands at H0.60 crores same
as last year.

Audited Financial Statements for the subsidiaries for Financial
Year 2024-25 have been placed on the website of the Company
i.e., www.dhampursugar.com and are available for inspection
at the Company''s registered office and at the registered office
of the subsidiary companies.

Consolidated Financial Statements

In compliance with the provisions of the Companies Act,
2013, (the "Act”) and requirements of the Indian Accounting
Standards Rules on accounting and disclosure requirements,
as applicable, and as prescribed under Regulation 34 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended,
(the "Listing Regulations”), the Audited Consolidated Financial
Statements form part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement in
Form AOC-1 containing the salient features of the financial
statements of the Company''s Subsidiary Companies is also
enclosed as Annexure -1 to this report.

The audited financial statements of the Company including the
consolidated financial statements and related information of
the Company are available on the website of the Company at
www.dhampursugar.com

Buy Back of Equity Shares

The Board of Directors of the Company at its meeting held
on May 16, 2025 approved the buy-back of 10,81,081 Equity
Shares of the face value of H10/- each at a price not exceeding
H185/- (One Hundred and Eighty Five only ) per Equity Share
("Maximum Buyback Price") amounting to H20 crores ( Rupees
Twenty Crores only ) ("Maximum Buyback size, excluding
transaction costs and tax on Buyback"), through the "tender
offer" route, using stock exchange mechanism as prescribed
under Securities and Exchange Board of India (Buyback
Securities) Regulations, 2018 (the "Buyback Regulations") and
such other circulars or notifications issued by the Securities
and Exchange Board of India and the Companies Act, 2013 and
rules made thereunder, as amended from time to time.

Share Capital

The paid-up Equity Share Capital of the Company as at
31^st March, 2025 stood at 6,53,87,590 Equity Shares of H10/-
each aggregating to H65,38,75,900 (Rupees Sixty-Five Crores
Thirty-Eight Lakhs Seventy-Five Thousand and Nine Hundred
Only).

ESOP/ESAR

During the year under review, the Company has not issued any
shares or convertible securities or shares with differential
voting rights, nor has granted any stock option, sweat equity
or warrants.

Change in the Nature of Business

During the year there was no change in nature of the business
of the Company.

Directors and Key Managerial Personnel

Mr. Akshat Kapoor, Vice President (Operations) of the Company
was designated as Chief Operating Officer (Key Managerial
Personnel) w.e.f. 1^st April 2024.

The term of Mr. Yashwardhan Poddar and Mr. Satpal Kumar
Arora, Independent Directors of the Company will expire on
29^th July, 2025. It has been proposed to re-appoint them for
another period of five years subject to approval of shareholders
in the ensuing Annual General Meeting.

Mr. Mahesh Prasad Mehrotra, Independent Director of the
Company passed away on 5^th April, 2024. Your directors place
on record their appreciation for valuable contribution received
from Mr. Mehrotra in guiding and directing the Company with
his vision and leadership throughout his tenure as Director.

The constitution of the Board of Directors of the Company is in
compliance with applicable laws and regulations, the Company
does not require any appointment to fill the vacancy caused by
the demise of Mr. Mahesh Prasad Mehrotra.

Mr. Gaurav Goel, will retire by rotation at the ensuing Annual
General Meeting and, being eligible has offered himself for
re-appointment.

Brief profile of Directors being re-appointed is given in the
Notice convening the ensuing Annual General Meeting of the
Company.

Declaration by Independent Directors

The Company has received declaration from all Independent
Directors stated below in accordance with the provisions of
Section 149(6) of Companies Act, 2013 and Regulation 16
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and amendments thereto:

Mr. Yashwardhan Poddar
Mr. Anuj Khanna
Mr. Satpal Kumar Arora
Ms. Pallavi Khandelwal

The Company has also received confirmation from all the
Independent Directors that they have not been disqualified
under section 164(1) and 164(2) of the Companies Act, 2013 in
any of the Companies, in the previous financial year, and that
they are at present free from any disqualification from being
a Director. The Independent Directors have also confirmed
their compliance with the Code for Independent Directors, as
prescribed in Schedule IV to the Companies Act, 2013, and the
Code of Conduct and Business Ethics for Board Members and
Senior Management of the Company.

In accordance with the provisions of Section 134(5) of th<
Companies Act, 2013 our Directors state that:

a) in the preparation of the annual accounts, the applicabl;
accounting standards have been followed along witl
proper explanation relating to material departures, if any.

b) the Directors have selected such accounting policie:
and applied them consistently and made judgments an;
estimates that are reasonable and prudent so as to give
true and fair view of the state of affairs of the Compan
at the end of the financial year and of the Profit and Los:
(including other comprehensive income) of the Compan;
for the year.

c) the Directors have taken proper and sufficient care fo
the maintenance of adequate accounting records ii
accordance with the provisions of the Companies Act
2013 for safeguarding the assets of the Company and fo
preventing and detecting fraud and other irregularities.

d) the annual accounts have been prepared on a goin
concern basis.

e) the Directors have laid down Internal Financial Controls t<
be followed by the Company and that such Internal Financie
Controls are adequate and operating effectively; and

f) the Directors have devised proper systems to ensur;
compliance with the provisions of all applicable laws an
that such systems are adequate and operating effectively

Details of Board Meetings held during the year

The Board of Directors met five times during the Financial Yea
2024-25. Detail of the Board Meetings and attendance at th<
meetings held during the Financial Year 2024-25 are include;
in Corporate Governance Report, which forms integral part o
this report.

Committees of the Board

The Board of Directors has constituted following mandator;
Committees, as required by the Companies Act, 2013 and SEB
(LODR) Regulations, 2015:

Mandatory Committees:

? Audit Committee

? Nomination and Remuneration Committee

? Stakeholders'' Relationship Committee

? Corporate Social Responsibility Committee

? Risk Management Committee

The detail of the Committees alongwith their composition
number of meetings held during the year and attendance a
the meetings are provided in the Corporate Governance Repor

Corporate Social Responsibility

In terms of the provisions of Section 135 of the Act read v
the Companies (Corporate Social Responsibility Policy) Ru
2014 (as amended), the Company has a Corporate So
Responsibility ("CSR”) Committee.

The committee was reconstituted consequent to demise
Mr. Mahesh Prasad Mehrotra and the present composition
the committee is as under:

? Mr. Ashok Kumar Goel, Chairman

? Mr. Gaurav Goel, Member

? Mr. Yashwardhan Poddar, Member

The details of committee meetings held during the year
provided in the Corporate Governance Report.

The CSR Policy of the Company as approved by the Board
be accessed at https://api.dhampursugar.com/uploads7C!
Policy_bb2d0ee58e.pdf In terms of the provisions of Sect
135 of Companies Act, 2013 read with Companies (Corpor
Social Responsibility Policy) Rules, 2014, the Annual Rep
on CSR activities in the format prescribed is enclosed
Annexure-2 to this report.

Non-Mandatory Committee
Management Committee:

The Committee carries out management functions of
Company as decided/ delegated by the Board. The Commit
held met eight meetings during the Financial Year. The det
of the Committee along with its composition has been provi;
in the Corporate Governance Report forming part of this rep

Public Deposits

The Company has stopped accepting Public Deposits w
effect from 8^th May, 2023.

Status of repayment of deposits due and paid during the y
is as under:

I. Accepted during the year: NIL

II. Paid during the year: H5,04,34,000/-

III. Unpaid or unclaimed (excluding interest thereon) as at
end of the year: NIL

IV. If there has been any default in repayment of depo:
or payment of interest thereon during the year and if
number of such cases and the total amount involved:
such default

Deposits not in compliance with Chapter V

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013
are given in the notes to Financial Statements, wherever
applicable.

Related Party Transactions

All transactions entered into with Related Parties during the
year under review were on arm''s length basis and in the ordinary
course of business and are not material in nature. All these were
duly approved by the Audit Committee and are in compliance
with the applicable provisions of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time. These
transactions not being material in nature, disclosure thereof
for these transactions in Form AOC-2 in terms of Section 134
of Companies Act, 2013 is not required.

There are no material significant-related party transactions
made by the Company with Promoters, Directors or Key
Managerial Personnel etc. which may have potential conflict of
interest with the Company.

The Related Party Transactions Policy as approved by the Board
has been uploaded on the Company''s website i.e. https://api.
dhampursugar.com/uploads/Related_Party_Transaction_
Policy_455bdd9cf5.pdf.

Your directors draw attention of the members to note no. 41
of the Standalone Financial Statements which sets out related
party disclosures.

Auditors

Statutory Auditors and their Audit Report:

M/s Mittal Gupta & Co. Chartered Accountants, (ICAI Firm
Registration Number: 001874C) and M/s. TR Chadha & Co.
LLP, Chartered Accountants, (ICAI Firm Registration number
006711N/N500028) are Joint Statutory Auditors of the
Company and shall continue to be Statutory Auditors till the
conclusion of the Ninety Second Annual General Meeting of the
Company.

The reports given by the Auditors on the Standalone and
Consolidated Financial Statements of the Company for the
year ended 31^st March, 2025, form part of this Annual Report
and there is no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their reports.

The Auditors of the Company have not reported any fraud
n terms of the second proviso to Section 143(12) of the
Companies Act, 2013 and therefore no detail is required to
be disclosed under Section 134 (3) (ca) of the Companies Act,
2013.

Cost Accounts and Cost Auditors

The Cost Records required under Section 148 of the Companies
Act, 2013 and rules made thereunder are maintained in
compliance with the provisions. Mr. S. R. Kapur, (Cost
Accountant, Meerut), Cost Auditors of the Company have duly
submitted the Cost Audit Report for the year under review.

As per the requirement of Central Government and pursuant
:o Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014 as amended
rom time to time, the Board of Directors has on the
''ecommendation of Audit Committee re-appointed Mr. S.R.
Kapur, Cost Accountant, Meerut as Cost Auditors to audit the
Cost Accounts of the Company for the Financial Year 2025-26.
As required under the Companies Act, 2013 and rules made
ihereunder, the remuneration payable for the Financial Year
2025-26 to Cost Auditors is being placed before the members
n the ensuing Annual General Meeting for its ratification.

nternal Auditors

n accordance with the provisions of Section 138 of the
Companies Act, 2013, the Company has re-appointed "Ernst
and Young, LLP”, Chartered Accountants as Internal Auditors
^:or carrying out the internal audit of the Company for the
Financial Year 2025-26.

Internal Financial Control

The Company''s Internal Control system with reference to the
financial statements is adequate and commensurate with the
nature of its business and the size of its operations. Periodic
audits and checks are conducted and the controls to prevent,
detect and correct irregularities in the operations have been
aid down by the Company.

Secretarial Auditors and Secretarial Audit Report

The appointment of M/s. GSK & Associates, Company
Secretaries, as Secretarial Auditors of the Company has been
proposed for a term of five years, commencing 1^st April, 2025
upto 31^st March, 2030, to conduct the Secretarial Audit of the
Company, subject to approval of Shareholders at the ensuing
Annual General Meeting of the Company. The said appointment
s in accordance with Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
as amended, as well as the provisions of Section 204 of the

Companies Act, 2013 and rules made thereunder. The consen
for the said appointment has been received from M/s. GSK &
Associates.

The Secretarial Audit Report is annexed as Annexure 3 ani
forms an integral part of this report. There is no qualification ii
the secretarial audit report for the financial year under review

Annual Secretarial Compliance Report as required unde
Regulation 24A of SEBI (Listing Obligations and Disclosuri
Requirements) Regulations, 2015, as amended is also enclose*
as Annexure 3A and forms part of this report.

Details in respect of fraud reported by Auditor:
other than those which are reportable to th<
Central Government

No disclosure is required under Section 134 (3) (ca) of th<
Companies Act, 2013 since the Auditors of the Compan;
have not reported any fraud in terms of the second proviso t
Section 143(12) of the Companies Act, 2013.

Credit Rating

The details of Credit Ratings assigned to the Company ar
given in the Corporate Governance Report.

Material Changes and Commitments affecting
Financial Position of the Company

There were no material changes and commitments affectin
financial position of the Company during the year.

Sustainable Growth

Your Company continues to operate in the area of renewabli
energy in the form of a biomass-based cogeneration of powe
and enhanced production of ethanol for ethanol blendim
programme.

The Company is committed to sustainable development o
the areas where it operates and growth of local communities
Towards its journey of sustainable growth, the Company i:
focused on environmental protection. Its initiatives toward:
Zero Liquid Discharge (ZLD) by installing various equipmen
have resulted in substantial reduction/elimination of air/wate
pollution near its plants.

The Company is an equal opportunity employer. The Compan
gives equal opportunity of employment to women and person:
from socially backward classes, subject to availability o
required skills.

The Company derives plan for farmer awareness to reduce
water consumption for sugarcane irrigation through modern
agricultural techniques under its CSR initiatives. The Company
also encourages rainwater harvesting/water rejuvenation in its
area of operations. It has engaged renowned organisations for
health care programmes in rural areas. The Company continues
to remain committed towards rural education.

Management Discussion and Analysis

The Management Discussion and Analysis Report on the
operations of the Company, as required under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
is provided in a separate section and forms an integral part of
this report.

Corporate Governance

As per SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, separate section on Corporate
Governance practices followed by the Company, together with
certificate from M/s. GSK & Associates, a firm of Company
Secretaries in Practice, confirming compliance forms an
integral part of this report.

Compliance with Secretarial Standards

The Company complies with all the applicable mandatory
Secretarial Standards issued by The Institute of Company
Secretaries of India.

Policy on Selection and Remuneration of Directors

The Board of Directors has framed a policy which lays down
a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company.
Details of this policy are set out in the Corporate Governance
Report which forms an integral part of this Report. This policy
is in consonance with the existing policy of the Company.

The Nomination and Remuneration Policy as approved
by the Board is placed on the Company''s website i.e.,
https://api.dhampursugar.com/uploads/Nomination_and_
Remuneration_Policy_1d1b89fa2c.pdf

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and
applicable Regulations of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has
carried out the evaluation of its own performance and that of the
Board Committees and of Directors individually on the basis of

structured questionnaire that was prepared after considering
inputs received from the Directors, covering various aspects of
the Board''s functioning such as adequacy of the composition
of the Board and its Committees, Board culture, execution
and performance of specific duties, obligations, corporate
governance practices and stakeholders'' interests, etc.

A separate exercise was carried out to evaluate the
performance of Individual Directors including the Chairman of
the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgement,
meeting risk management and competition challenges,
compliance and due diligence, financial control, safeguarding
the interest of the Company and its minority shareholders etc.
The Nomination and Remuneration Committee also carried
out evaluation of every Director''s performance. The Directors
expressed satisfaction with the evaluation process and results
thereof.

Risk Management Policy and Framework

The Risk Management Policy of the Company is in place for
risk assessment and mitigation. The Policy facilitates the
identification of risks at an appropriate time and ensures
necessary steps to be taken to mitigate the risks. Risk
procedures are periodically reviewed to ensure control of risk
through a properly defined framework. The Company''s Risk
Management strategy is integrated with its overall business
strategies and is communicated throughout the organization.

Vigil Mechanism/Whistle Blower Policy

The Company has formulated Vigil Mechanism /Whistle
Blower Policy for Directors and Employees in order to keep
high standards of ethical behavior and provide safeguards to
whistle blower.

The Vigil Mechanism/Whistle Blower Policy as approved
by the Board is uploaded on the Company''s website at
https://api.dhampursugar.com/uploads/Whistle_Blower_
Policy_26c5968a74.pdf

Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in
line with the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013. Internal Complaints Committee (ICC) has been set up to
redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are
covered under this policy.

The following is a summary of sexual harassment complaints
received and disposed during the year 2024-25.

Conservation of energy, technology absorption,
foreign exchange earnings and outgo

Details of conservation of energy, technology absorption,
foreign exchange earnings and outgo pursuant to Section 134
(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is annexed as Annexure 4
and forms an integral part of this report.

Annual Return

According to the provisions of Section 92(3) of the
Companies Act, 2013, read with Companies (Management and
Administration) Rules, 2014, The Annual Return of the Company
in Form MGT -7 has been placed on the website of the Company
i.e., www.dhampursugar.com.

Significant and material orders passed by the
regulators or courts or tribunals impacting the
going concern status and Company''s operations
in future

There was no order passed by the regulators or courts or
tribunals impacting the going concern status and Company''s
operations in future.

Difference between the amount of the valuation
done at the time of one-time settlement and the
valuation done while taking loans from the banks
or financial institutions

The requirement to disclose the details of difference between
the amount of the valuation done at the time of onetime
settlement and the valuation done while taking loans from the
Banks or Financial Institutions along with the reasons thereof
is not applicable.

Details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016

There was no such application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year.

One Time Settlement with the Banks or
Financial Institutions

No one time settlement with Banks or Financial Institutions
were entered during the year.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report for
Financial Year 2024-25 is annexed as Annexure 5 as required
under Regulation 34 of the Listing Regulations.

Human Resources and Industrial Relations

The Company takes pride in the commitment, competence
and dedication of its employees in all areas of the business.
The Company has structured induction process at all locations
and management development programs to update skills
of managers. Industrial relations remained cordial and
harmonious throughout the year.

Statutory Information - Particulars of Employees

The Disclosure required under Section 197(12) of the
Companies Act, 2013 read with the Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed as Annexure 6 and forms an integral
part of this Report. A statement furnishing the names of
Top Ten employees in terms of remuneration drawn and
persons employed throughout the year, who were in receipt
of remuneration in terms of Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and their shareholding, relation with any Director,
wherever applicable, is annexed as Annexure 6A and forms
an integral part of this Report. In line with the provisions of
Section 136 of the Companies Act, 2013, the above annexure
is not being sent along with this Annual Report to the Members
of the Company. Members who are interested in obtaining

these particulars may write to the Company Secretary at the
registered office of the Company, twenty-one days before and
up to the date of the ensuing Annual General Meeting during
the business hours.

Suspense Escrow Demat Account

Escrow Demat Account had been opened by the Company with
a Depository Participant for crediting unclaimed shares in
dematerialized form lying for more than 120 days from the date
of issue of Letter of Confirmation(s) to the shareholders in lieu
of physical share certificates to enable them to make a request
to DP for dematerializing their shares.

Acknowledgement

The Directors express their heartfelt gratitude to the members
of the Central Government, the State Government of Uttar
Pradesh, Banks and Financial Institutions, cane growers,
vendors, customers, and other stakeholders for their
continued support to the Company and their confidence in its
Management.

The Directors would also like to place on record their
appreciation to the employees at all levels for their significant
contribution towards the Company''s performance.

For and on behalf of the Board of Directors
Ashok Kumar Goel

Place: New Delhi Chairman

Date: 16.05.2025 (DIN: 00076553)

The Directors have pleasure in presenting the Eighty Ninth Annual Report of the Company together with the Audited Accounts for the financial year ended 31^st March 2024.

Summary and State of Company Affairs (h in Crores)

Operational Performance

The key operational data of the Company is as under: Sugar operations at a glance

Co-generation operations at a glance

Ethanol operations at a glance

Chemical operations at a dance

Potable Spirits

Company''s Performance during the Financial Year 2023- 24

The Company''s Performance during the Financial Year 2023-24 has been explained in detail in Management Discussion and Analysis Report which forms an integral part of this report.

Dividend and its Distribution Policy

Your Directors'' have not recommended any payment of equity dividend for the Financial Year 2023-24.

Dividend Distribution Policy of the Company has been hosted on the website of the Company i.e., https://api. dhampursugar.com/uploads/Dividend_Distribution_ Policy_14022022_0d4417f2c9.pdf

Details of Unpaid and Unclaimed Dividend and Investor Education and Protection Fund (IEPF )

A detailed disclosure with regard to Unpaid and Unclaimed dividend and IEPF activities undertaken by the Company during the year under review forms part of Corporate Governance Report.

Reserves and Surplus

The Company has earned Net Profit after tax of H132.91 Crores for the year ended 31^st March, 2024, which has been added to Retained Earnings. During the year under review, the Company has transferred H0.46 Crores to Molasses Reserve Fund, which is also stated in the notes to Financial Statements.

During the year, the Company has funded the buy-back of Equity Shares (including transaction costs and tax on buyback of shares incurred in relation thereto) from its retained earnings. In accordance with Section 69 of the Companies Act, 2013, the Company has transferred an amount of H1.00 Crores to capital redemption reserve which is equal to the nominal value of the shares bought back from retained earnings.

Reclassification of Promoters

During the financial year under review, pursuant to Order of the Hon''ble National Company Law Tribunal (NCLT), Allahabad Bench dated April 27, 2022 approving the Scheme of Arrangement between Dhampur Sugar Mills Limited and Dhampur Bio Organics Limited and their respective shareholders and creditors (Scheme), the application for Reclassification of Promoters was filed on 9^th June, 2023 with both the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and the same is pending for approval.

Subsidiary; Associate & Joint Venture Companies

As on 31^st March 2024, the Company had two subsidiaries i.e. Ehaat Limited and DETS Limited.

Ehaat Limited (''Ehaat'') continued its business of trading. During the year, the turnover of the Company stands at H125.18 crores as against previous year of H212.04 Crores.

DETS Limited continued its business of manufacturing, fabricating and consulting services while exploring various other opportunities to expand its operations. The turnover of the Company for the current year stands at H0.60 Crores as against H1.14 Crores turnover in previous year.

Audited Financial Statements for the subsidiaries for Financial Year 2023-24 have been placed on the website of the Company i.e., www.dhampursugar.com and are available for inspection at the Company''s registered office and at the registered office of the subsidiary companies.

Consolidated Financial Statements

In compliance with the provisions of the Companies Act, 2013, (the "Act”) and requirements of the Indian Accounting Standards Rules on accounting and disclosure requirements, as applicable, and as prescribed under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (the "Listing Regulations”), the Audited Consolidated Financial Statements form part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement in Form AOC-1 is annexed as Annexure 2 containing the salient features of the financial statements of the Company''s Subsidiary Companies is also provided in this Annual Report.

The audited financial statements of the Company including the consolidated financial statements and related information of the Company are available on the website of the Company at www.dhampursugar.com

Alteration of Articles of Association

During the year the Articles of Association of the Company were altered by inserting a new clause regarding Buy Back of Equity Shares in the Board Meeting held on 31^st October, 2023 subject to the Shareholder''s approval, which was duly obtained through postal ballot dated 13^th December, 2023.

Buy Back of Equity Shares

During the year under review, the Board of Directors of the Company at its meeting held on 3^rd January 2024, approved the buy-back of 10,00,000 Equity Shares of the face value of H10/- each at a price not exceeding H300/- per Equity Share ("Maximum Buyback Price") amounting to H30 crores ("Maximum Buyback size, excluding transaction costs and tax on Buyback"), through the "tender offer" route, using stock exchange mechanism as prescribed under Securities and Exchange Board of India (Buyback Securities) Regulations, 2018 (the "Buyback Regulations") and such other circulars or notifications issued by the Securities and Exchange Board of India and the Companies Act, 2013 and rules made thereunder, as amended from time to time.

The aforesaid buyback was offered to all the eligible shareholders of the Company. The offer period commenced from 23^rd January 2024 and concluded on 30^th January, 2024, and the payment was made on 6^th February, 2024.

Accordingly, as at 31^st March, 2024, the Company completed buy-back of 10,00,000 (31 March 2023: Nil) equity shares of H10/- each [representing 1.51% of total pre buy-back paid up equity share capital of the Company] from the shareholders of the Company at a price of H300 per equity share for an aggregate amount of H30 crores.

Consequent to buy back the Company extinguished 10,00,000 fully paid up equity shares of H10 each (in dematerialized form) on 14^th February, 2024 and the fully paid up equity share capital of the Company (post extinguishment) as at 31^st March, 2024 stood at 6,53,87,590 equity shares of H10/- each aggregating to H653,875,900 (Rupees Sixty Five Crores Thirty Eight Lakhs Seventy Five Thousand and Nine Hundred Only).

Share Capital

The paid-up Equity Share Capital of the Company as at 31^st March, 2024 stood at 6,53,87,590 Equity Shares of H10/-each aggregating to H653,875,900 (Rupees Sixty Five Crores Thirty Eight Lakhs Seventy Five Thousand and Nine Hundred Only).

ESOP/ESAR

During the year under review, the Company has not issued any shares or convertible securities or shares with differential voting rights, nor has granted any stock option, sweat equity or warrants.

Change in the Nature of Business

During the year there was no change in nature of the business of the Company.

Directors and Key Managerial Personnel

During the year under review, Mr. Anant Pande resigned from the position of Chief Executive Officer and Whole Time Director of the Company with effect from 21^st September, 2023 and 25^th September 2023 respectively.

Mr. Subhash Pandey was appointed as Additional Director (designated as Whole Time Director) of the Company with effect from 25^th September, 2023 till 24^th September, 2026. The appointment of Mr. Subhash Pandey as Whole Time Director was approved by the shareholders on 13^th December, 2023 by way of Postal Ballot.

Mr. Gaurav Goel, Managing Director of the Company was re-designated as Vice-Chairman and Managing Director of the Company by the Board of Directors in their meeting held on 31^st October, 2023.

The Directors express their profound grief over the sad demise of Mr. Mahesh Prasad Mehrotra, Non Executive Independent Director of the Company, who passed away on 5^th April, 2024. The Board places on record its heartfelt gratitude for his notable contributions to the Company.

As the constitution of Board of Directors of the Company is compliant with applicable laws and regulations, the Company does not propose to appoint Director in the vacancy caused by the demise of Mr. Mahesh Prasad Mehrotra.

Mr. Ashok Kumar Goel, will retire by rotation at the ensuing Annual General Meeting and, being eligible has offered himself for re-appointment.

Brief profile of Director being re-appointed is given in the Notice convening the ensuing Annual General Meeting of the Company.

Declaration by Independent Directors

The Company has received declaration from all Independent Directors stated below in accordance with the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereto:

Mr. Yashwardhan Poddar Mr. Anuj Khanna Mr. Satpal Kumar Arora Ms. Pallavi Khandelwal

The Company has also received confirmation from all the Independent Directors that they have not been disqualified under Section 164 (1) and 164(2) of the Companies Act, 2013 in any of the Companies, in the previous financial year, and that they are at present free from any disqualification from being a Director. The Independent Directors have also confirmed their compliance with the Code for Independent Directors, as prescribed in Schedule IV to the Companies Act, 2013, and the Code of Conduct and Business Ethics for Board Members and Senior Management of the Company.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 our Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit and Loss ( including other comprehensive income) of the Company for that period.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual accounts have been prepared on a going concern basis.

e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Details of Board Meetings held during the Financial Year

The Board of Directors met seven times during the Financial Year 2023-24. Detail of the Board Meetings and attendance at the meetings held during the Financial Year 2023-24 are included in Corporate Governance Report, which forms part of this report.

Committees of the Board

The Board of Directors has following Committees:

Mandatory Committees

Q Audit Committee

Q Nomination and Remuneration Committee Q Stakeholders'' Relationship Committee Q Corporate Social Responsibility Committee (CSR Committee)

Q Risk Management Committee.

The detail of the Committees alongwith their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of this report.

Corporate Social Responsibility

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended), the Company has a Corporate Social Responsibility ("CSR") Committee.

The committee was reconstituted w.e.f. 1^st May, 2024 consequent to demise of Mr. Mahesh Prasad Mehrotra. The composition of CSR committee is as under:

Q Mr. Ashok Kumar Goel, Chairman

Q Mr. Gaurav Goel, Member

Q Mr. Yashwardhan Poddar, Member

The details of committee meetings held during the year are provided in the Corporate Governance Report.

The CSR Policy of the Company as approved by the Board can be accessed on the Company''s website at the following web-link:https://api.dhampursugar.com/uploads/CSR_Policy_ updated_2022_e7aeb73f1c.pdf In terms of the provisions of Section 135 of Companies Act, 2013 read with amended Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities in the format prescribed is annexed as Annexure 3 to this report.

Non-Mandatory Committee Management Committee :

The Committee carries out management functions of the Company as decided by the Board. The Committee met eight times during the Financial Year. The details of the Committee along with its composition has been provided in the Corporate Governance Report forming part of this report.

Public Deposits

Pursuant to decision of the Board of Directors in the meeting held on 7^th May, 2023 , the Company has discontinued accepting Public Deposits with effect from 8^th May, 2023 .

Status of public deposits including deposits accepted before closure of the scheme and repayment of deposits due during the year is as below:

I. Accepted during the year: H71,42,000/-

II. Paid during the year: H16,63,58,000/-

III. Remained unpaid or unclaimed (excluding interest thereon) as at the end of the year: NIL

IV. If there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

Deposits not in compliance with Chapter V of the Act

The Company is in compliance with all the applicable provisions of the Companies Act, 2013.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements, wherever applicable.

Related Party Transactions

All the transactions carried out with related parties during the year under review were duly approved by the Audit Committee and are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

There are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict of interest with the Company.

The Related Party Transactions Policy as approved by the Board has been uploaded on the Company''s website i.e. https://dhampursugar.com/investors/policies.

Your directors draw attention of the members to note no. 41 of the Standalone Financial Statements which sets out related party disclosures.

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and are not material in nature and thus disclosure in Form AOC-2 in terms of Section 134 of Companies Act, 2013 is not required.

Auditors

Statutory Auditors and their Audit Report:

M/s Mittal Gupta & Co. Chartered Accountants, (ICAI Firm Registration Number: 001874C) and M/s. TR Chadha & Co. LLP, Chartered Accountants, (ICAI Firm Registration number 006711N/N500028) are Joint Statutory Auditors of the Company and shall continue to be Statutory Auditors till the conclusion of Ninety Second Annual General Meeting of the Company.

The reports given by the Auditors on the Standalone and Consolidated Financial Statements of the Company for the year ended 31^st March, 2024, form part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their reports.

Cost Accounts and Cost Auditors

The Cost Records required under Section 148 of the Companies Act, 2013 and rules made thereunder are maintained in

compliance with the provisions. Mr. S. R. Kapur, (Cost Accountant, Meerut), Cost Auditors of the Company have duly submitted the Cost Audit Report for the period under review.

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors has on the recommendation of Audit Committee re-appointed Mr. S.R. Kapur, Cost Accountant, Meerut as Cost Auditors to audit the Cost Accounts of the Company for the Financial Year 2024-25. As required under the Companies Act, 2013 and rules made thereunder, the remuneration payable for the Financial Year 2024-25 to Cost Auditors is required to be placed before the members in ensuing Annual General Meeting for its ratification. Accordingly, resolution seeking members approval for the remuneration payable to Mr. S. R. Kapur, is included in the Notice convening Annual General Meeting of the Company.

Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Company has appointed "Ernst and Young, LLP”, Chartered Accountants as Internal Auditors for carrying out the internal audit of the Company for the Financial Year 2024-25.

Internal Financial Control

The Company''s Internal Control system with reference to the financial statements is adequate and commensurate with the nature of its business and the size of its operations. Periodic audits and checks are conducted and the controls to prevent, detect and correct irregularities in the operations have been laid down by the Company.

Secretarial Auditors and Secretarial Audit Report

The Company has appointed M/s. GSK & Associates, Company Secretaries to undertake the Secretarial Audit of the Company, in terms of the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder. The Secretarial Audit Report is annexed as Annexure 5 and forms an integral part of this report. There is no qualification in the secretarial audit report for the financial year under review.

Annual Secretarial Compliance Report as required under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended is also annexed as Annexure 5A and forms part of this report.

Details in respect of fraud reported by Auditors other than those which are reportable to the Central Government

The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Companies Act, 2013.

Credit Rating

The details of Credit Rating assigned to the Company during the year are given in the Corporate Governance Report.

Material Changes and Commitments affecting Financial Position of the Company

There were no material changes and commitments affecting financial position of the Company during the year.

Sustainable Growth

Your Company continues to operate in the area of renewable energy in the form of biomass based cogeneration of power and enhanced production of ethanol for ethanol blending programme.

The Company is committed to sustainable development of the areas where it operates and growth of local communities. Towards its journey of sustainable growth, the Company is focused on environment protection. Its initiatives towards Zero Liquid Discharge (ZLD) by installing various equipment have resulted in substantial reduction/elimination of air/water pollution near its plants.

The Company is an equal opportunity employer. The Company gives equal opportunity of employment to women and persons from socially backward classes, subject to availability of required skills.

By way of its CSR initiatives, the Company derives plan for farmer awareness to reduce water consumption for sugarcane irrigation through modern agricultural techniques. The Company has also joined hands with renowned organisations for rain water harvesting/water rejuvenation and health care programmes in rural areas. The Company continues to remain committed towards rural education.

Management Discussion and Analysis

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this report.

Corporate Governance

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended a separate section on Corporate Governance practices followed by the Company, together with a certificate from M/s. GSK & Associates, a firm of Company Secretaries in Practice, confirming compliance forms an integral part of this report.

Compliance with Secretarial Standards

The Company has complied with all the applicable mandatory Secretarial Standards issued by The Institute of Company Secretaries of India.

Policy on Selection and Remuneration of Directors

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. Details of this policy are set out in the Corporate Governance Report which forms a part of this Report. The remuneration policy is in consonance with the existing policy of the Company.

The Nomination and Remuneration Policy as approved by the Board is placed on the Company''s website i.e., https:// dhampursugar.com/investors/policies

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the evaluation of its own performance and that of the Board Committees and of Directors individually on the basis of structured questionnaire that was prepared after considering inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, corporate governance practices and stakeholders'' interests, etc.

A separate exercise was carried out to evaluate the performance of Individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, meeting risk management and competition challenges, compliance and due diligence, financial control, safeguarding the interest of the Company and its minority shareholders etc. The Nomination and Remuneration Committee also carried out an evaluation of every Director''s performance. The Directors expressed satisfaction with the evaluation process and results thereof.

Risk Management Policy and Framework

The Risk Management Policy of the Company is in place for risk assessment and mitigation. The policy facilitates the identification of risks at an appropriate time and ensures necessary steps to be taken to mitigate the risks. Risk procedures are periodically reviewed to ensure control of risk through a properly defined framework. The Company''s Risk Management strategy is integrated with its overall business strategies and is communicated throughout the organization. The Risk Management Policy as approved by the Board is uploaded on the Company''s website at www.dhampursugar. com.

Vigil Mechanism/Whistle Blower Policy

The Company has formulated Vigil Mechanism /Whistle Blower Policy for Directors and Employees in order to keep high standards of ethical behavior and provide safeguards to whistle blower.

The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Company''s website at https:// api.dhampursugar.com/uploads/Whistle_Blower_Policy_ b011ab56a7.pdf.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed during the year 2023-24.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 (3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure 4 and forms an integral part of this report.

Annual Return

According to the provisions of Section 92(3) of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT -7 has been placed on the website of the Company i.e., www.dhampursugar.com.

Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future

There was no such order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

Difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions

The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

There was no such application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

One Time Settlement with the Banks or Financial Institutions

No one time settlement with Banks or Financial Institutions were entered during the year.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report for Financial Year 2023-24 is annexed as Annexure 6 as required under Regulation 34 of the Listing Regulations .

Human Resources and Industrial Relations

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has structured induction process at all locations and management development programs to update skills of managers. Industrial relations remained cordial and harmonious during the year.

Particulars of Employees

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 1 and forms an integral part of this Report. A statement furnishing the names of Top Ten employees in terms of remuneration drawn and persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and their shareholding, relation with any Director, wherever applicable, is annexed as Annexure 1A and forms an integral part of this Report. In line with the provisions of Section 136 of the Companies Act, 2013, the above annexure is not being sent along with this Annual Report to the Members of the Company. Members who are interested in obtaining these particulars may write to the Company Secretary at the registered office of the Company, twenty-one days before and up to the date of the ensuing Annual General Meeting during the business hours.

Suspense Escrow Demat Account

Escrow Demat Account had been opened by the Company with a Depository Participant for crediting unclaimed shares in dematerialised form lying for more than 120 days from the date of issue of Letter of Confirmation(s) to the shareholders in lieu of physical share certificates to enable them to make a request to DP for dematerialising their shares.

Acknowledgement

The Directors express their heartfelt gratitude to the members the Central Government, the State Government of Uttar Pradesh, Banks and Financial Institutions, cane growers, vendors, customers , and other stakeholders for their continued support to the Company and their confidence in its Management.

The Directors would also like to convey their appreciation to the employees at all levels for their significant contribution towards the Company''s performance.

For and on behalf of the Board of Directors

Ashok Kumar Goel

Chairman (DIN: 00076553)

Place: New Delhi Date: 1^st May, 2024

The Directors have pleasure in presenting the Eighty Eighth Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2023.

Dividend and its Distribution Policy

During the year, the Company declared and paid interim dividend of 60% i.e R 6.00 per Equity Share of R10 each ( aggregate of 50% i.e., R5.00 per Equity Share of R10 each and a Special Dividend of 10% i.e. R1.00 Per Equity Share of R10 each of the Company on successful commissioning of new distillery project ) on 6,63,87,590 Equity Shares.

The interim dividend declared by the Board of Directors is proposed to be confirmed as final by the Shareholders in the ensuing Annual General Meeting.

Dividend Distribution Policy of the Company has been hosted on the website of the Company i.e., httpsV/api.dhampursugar. com/uploads/Dividend_Distribution_Policy_14022022_0d4417f2c9.pdf

Details of Unpaid and Unclaimed Dividend and Investor Education and Protection Fund

In terms of the provisions of section 124(6) of Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, there was no unpaid / unclaimed dividend to be transferred during the year under review to the Investor Education and Protection Fund. The details of Unclaimed Dividend and disclosure with respect to Investor Education and Protection Fund forms part of Corporate Governance Report.

Reserves and Surplus

The Company has earned Net Profit after tax of R150.30 Crores for the year ended March 31, 2023, which has been added to Retained Earnings. During the year under review, the Company has transferred R0.33 crores to Molasses Reserve Fund, which is also stated in the notes to Financial Statements.

Operational Performance

The key operational data of the Company is as under:

Company''s Performance during the Financial Year 2022 - 23

The State of the Company''s Affairs/ Performance during the Financial Year 2022-23 has been explained in detail in Management Discussion and Analysis Report which forms an integral part of this report.

Subsidiary; Associate & Joint Venture Companies

As on March 31, 2023, the Company has two subsidiaries i.e. Ehaat Limited and DETS Limited.

Ehaat Limited (''Ehaat'') continued its business of trading. During the year the turnover of the Company stands at R212.04 Crores as against previous year of R78.81 Crores.

DETS Limited continued its business while exploring various other opportunities to expand its operations. The turnover of the Company for the current year stands at R1.14 crores as against Nil turnover in previous year.

Audited Financial Statements for the subsidiaries for Financial Year 2022-23 have been placed on the website of the Company i.e., https://dhampursugar.com/investors/ financial-performance and are available for inspection at the Company''s registered office and at the registered office of the Subsidiary Companies.

Dhampur International Pte Limited and Dhampur Bio Organics Limited, ceased to be subsidiaries of the Company consequent to approval of Scheme of Arrangement by Hon''ble National Company Law Tribunal, Allahabad Bench vide its order dated April 27, 2022, which became effective from May 03, 2022.

Consolidated Financial Statements

In compliance with the provisions of the Companies Act, 2013, (the "Act") and requirements of the Indian Accounting Standards Rules on accounting and disclosure requirements,

as applicable, and as prescribed under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (the "Listing Regulations"), the Audited Consolidated Financial Statements form part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement in Form AOC-1 containing the salient features of the financial statements of the Company''s subsidiary companies is annexed as Annexure 2.

The audited financial statements of the Company including the consolidated financial statements and related information of the Company are available on the website of the Company at https://dhampursugar.com/investors/ financial-performance

Share Capital

The paid-up Equity Share Capital of the Company as at March 31, 2023 stood at R66,38,75,900 (Rupees Sixty Six Crores Thirty Eight Lakhs Seventy Five Thousand and Nine Hundred Only) i.e 66387590 Equity shares of R10 each.

During the year under review, the Company has not issued any shares or convertible securities or shares with differential voting rights, nor has granted any stock option, sweat equity or warrants.

Change in the Nature of Business

During the year there was no change in nature of the business of the Company.

Scheme of Arrangement

Pursuant to order dated April 27, 2022 (the "Order"), of Allahabad Bench of the NCLT, which approved the Scheme of Arrangement ("the Scheme") between Dhampur Sugar Mills Limited ("Demerged Company") and Dhampur Bio Organics Limited ("Resulting Company") and their respective shareholders and creditors for demerger of manufacturing units of Sugar, chemicals and co-generation of the Demerged company situated at Asmoli, District Sambhal, Mansurpur, district Muzaffarnagar and Meerganj, district Bareilly (collectively referred to as "Demerged Undertakings") from Demerged Company into Resulting Company with effect from Appointed Date i.e. April 01, 2021. The Scheme became effective on May 03, 2022. The Company has given effect to the Scheme in the financial statements for the year ended March 31, 2022.

Consequent upon demerger, the GVG Promoter Group and GTG Promoter Group ( as defined in the Scheme of Arrangement have exchanged the shares based on the

option exercised by them. Accordingly reclassification of Promoters is under process. Further, the erstwhile Chairman, Joint Managing Director and Joint Chief Financial Officer also resigned from the Company as per details below.

Directors and Key Managerial Personnel

Pursuant to the resignation of Mr. Vijay Kumar Goel, Chairman, Mr. Ashok Kumar Goel, Vice Chairman of the Company was designated as Chairman of the Company with effect from May 4, 2022.

Re-appointment of Mr. Ashok Kumar Goel as Chairman and Mr. Gaurav Goel as Managing Director of the Company was approved by the shareholders in their meeting held on September 14, 2022.

Mr. Vijay Kumar Goel, Chairman, Mr. Gautam Goel, Managing Director, Mr. Sandeep Kumar Sharma, Whole Time Director and Mr. Ashwani Kumar Gupta, Non Executive Independent Director, resigned from the directorship of the Company with effect from May 4, 2022.

Mr. Nalin Kumar Gupta, Joint Chief Financial Officer resigned with effect from May 4, 2022.

Ms. Nandita Chaturvedi, Non-Executive Independent Woman Director resigned with effect from July 27, 2022.

Mr. Akshat Kapoor was appointed as Additional Director (designated as Whole Time Director) of the Company with effect from May 4, 2022 and ceased to be Whole Time Director with effect from July 27, 2022 consequent upon his resignation.

Mr. Anant Pande was appointed as Chief Executive Officer with effect from July 1, 2022. He was also appointed as Whole Time Director of the Company with effect from July 27, 2022.

Ms. Pallavi Khandelwal was appointed as Non-Executive Independent Woman Director of the Company with effect from July 27, 2022. She was informed about her role and responsibilities and was given an overview of business, operations and business model of the Company including other Directors.

The Board has duly considered the integrity, expertise and experience including the proficiency of Ms. Pallavi Khandelwal while considering her appointment as Non Executive Independent Director with details as under :

Expertise : Ms Pallavi is an Entrepreneur Art Consultant provides art consultancy services to major architects, interior designers, and Corporates.She is part of Foundation for Indian ontemporary Art (FICA), a non-profit organization.

Experience: 25 Years.

The appointment of Ms. PaLLavi KhandeLwaL as Non-Executive Independent Director and Mr. Anant Pande as Whole Time Director was approved by the shareholders in their meeting held on September 14, 2022.

Mr. Gaurav GoeL will retire by rotation at the ensuing Annual General Meeting and, being eligible has offered himself for re-appointment.

Brief profile of Director being re-appointed is given in the Notice convening the ensuing Annual General Meeting of the Company.

Declaration by Independent Directors

The Company has received declaration from all Independent Directors stated beLow in accordance with the provisions of Section 149(6) of Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereto:

• Mr. Mahesh Prasad Mehrotra

• Mr. Yashwardhan Poddar

• Mr. Anuj Khanna

• Mr. SatpaL Kumar Arora

• Ms. PaLLavi KhandeLwaL

The Company has also received confirmation from all the Independent Directors that they have not been disqualified under section 164(2) of the Companies Act, 2013 in any of the Companies, in the previous financiaL year, and that they are at present free from any disquaLification from being a Director. The Independent Directors have aLso confirmed their compliance with the Code for Independent Directors, as prescribed in Schedule IV to the Companies Act, 2013, and the Code of Conduct and Business Ethics for Board Members and Senior Management of the Company.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 our Directors state that:

a) in the preparation of the annuaL accounts, the appLicabLe accounting standards have been followed along with proper expLanation reLating to materiaL departures, if any.

b) the Directors have seLected such accounting poLicies and appLied them consistentLy and made judgments and estimates that are reasonabLe and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financiaL year and of the Profit and Loss (incLuding other comprehensive income) of the Company for that period.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irreguLarities.

d) the annuaL accounts have been prepared on a going concern basis.

e) the Directors have Laid down InternaL FinanciaL ControLs to be foLLowed by the Company and that such InternaL FinanciaL ControLs are adequate and operating effectiveLy; and

f) the Directors have devised proper systems to ensure compLiance with the provisions of aLL appLicabLe Laws and that such systems are adequate and operating effectiveLy.

Details of Board Meetings held during the year

The Board of Directors met five times during the FinanciaL Year 2022-23. DetaiL of the Board Meetings and attendance at the meetings held during the Financial Year 2022-23 has been provided in the Corporate Governance Report, which forms part of this report.

Committees of the Board

The Board of Directors has foLLowing Committees:

Mandatory Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

• Corporate Social Responsibility (CSR) Committee

• Risk Management Committee.

The detail of the Committees aLongwith their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of this report.

Corporate Social Responsibility

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended), the Company has a Corporate Social Responsibility ("CSR") Committee.

The composition of CSR committee is as under:

• Mr. Ashok Kumar GoeL, Chairman

• Mr. Gaurav GoeL, Member

• Mr. Mahesh Prasad Mehrotra, Member

The detaiLs of committee meetings heLd during the year are provided in the Corporate Governance Report.

The CSR Policy of the Company as approved by the Board can be accessed on the Company''s website at the following web-link:

https://api.dhampursugar.com/uploads/CSR_Policy_

updated_2022_e7aeb73f1c.pdf

In terms of the provisions of Section 135 of Companies Act, 2013 read with amended Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities in the format prescribed is annexed as Annexure 3 to this report.

Non-Mandatory Committee

Management Committee :

The Committee carries out management functions of the Company as decided by the Board. The Committee met eight times during the Financial Year. The details of the Committee along with its composition has been provided in the Corporate Governance Report forming part of this report.

Public Deposits

I. Accepted during the year: R 4,59,31,000/-

II. Paid during the year: R 14,74,18,000/-

III. Remained unpaid or unclaimed (excluding interest thereon) as at the end of the year: NIL

IV. If there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

The Board of Directors in its meeting held on May 07, 2023 decided not to continue the Fixed Deposit scheme w.e.f May 08, 2023.

Deposits not in compliance with Chapter V of the Act

The Company is in compliance with all the applicable provisions of the Companies Act, 2013.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements, wherever applicable.

Related Party Transactions

All the transactions carried out with related parties during the year under review were duly approved by the Audit Committee and are in compliance with the applicable

provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

There are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict of interest with the Company.

The Related Party Transactions Policy as approved by the Board has been uploaded on the Company''s website i.e. https://dhampursugar.com/investors/policies

Your directors draw attention of the members to note no. 41 of the Standalone Financial Statements which sets out related party disclosures.

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and are not material in nature and thus disclosure in Form AOC-2 in terms of Section 134 of Companies Act, 2013 is not required.

Auditors

Statutory Auditors and their Audit Report:

M/s Mittal Gupta & Co. Chartered Accountants, (ICAI Firm Registration Number: 001874C) and M/s. TR Chadha & Co. LLP, Chartered Accountants, (ICAI Firm Registration number 006711N/N500028) are Joint Statutory Auditors of the Company and shall continue to be Statutory Auditors till the conclusion of Ninety Second Annual General Meeting of the Company.

The reports given by the Auditors on the Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2023, form part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their reports.

The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013.

Cost Accounts and Cost Auditors

The Cost Records required under Section 148 of the Companies Act, 2013 and rules made thereunder are maintained in compliance with the provisions. Mr. S. R. Kapur, (Cost Accountant, Meerut), Cost Auditors of the Company have duly submitted the Cost Audit Report for the period under review. The Cost Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors has on the recommendation of Audit Committee re-appointed Mr. S.R. Kapur, Cost Accountant, Meerut as Cost Auditors to audit the Cost Accounts of the Company for the Financial Year 2023-24. As required under the Companies Act, 2013 and rules made thereunder, the remuneration payable for the Financial Year 2023-24 to Cost Auditors is required to be placed before the members in ensuing Annual General Meeting for its ratification. Accordingly, resolution seeking members approval for the remuneration payable to Mr. S. R. Kapur, is included in the Notice convening Annual General Meeting of the Company.

Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Company has appointed "Ernst and Young, LLP", Chartered Accountants as Internal Auditors for carrying out the internal audit of the Company for the Financial Year 2023-24.

Internal Financial Control

The Company''s Internal Control system with reference to the financial statements is adequate and commensurate with the nature of its business and the size of its operations. Periodic audits and checks are conducted and the controls to prevent, detect and correct irregularities in the operations have been laid down by the Company.

Secretarial Auditors and Secretarial Audit Report

The Company has appointed M/s. GSK & Associates, Company Secretaries to undertake the Secretarial Audit of the Company, in terms of the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder. The Secretarial Audit Report is annexed as Annexure 5 and forms an integral part of this report. There is no qualification in the secretarial audit report for the financial year under review.

Annual Secretarial Compliance Report as required under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended is also annexed as Annexure 5A and forms part of this report.

Details in respect of fraud reported by Auditors other than those which are reportable to the Central Government

The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Companies Act, 2013.

Credit Rating

Details of Credit Ratings assigned to the Company are given in the Corporate Governance Report forming part of this report.

Material Changes and Commitments affecting Financial Position of the Company

The Company completed and commissioned the expansion of its distillery capacity by 130 KLPD on "C" heavy molasses at its unit located at Dhampur, Distt. Bijnor, Uttar Pradesh on February 5, 2023. With the expansion, the distillery capacity of the Company now stands at 350 KLPD and the ethanol production of the Company has increased. This will strengthen the financial position of the Company.

Sustainable Growth

Your Company continues to operate in the area of renewable energy in the form of biomass based cogeneration of power and enhanced production of ethanol for ethanol blending programme.

The Company is committed to sustainable development of the areas where it operates and growth of local communities. Towards its journey of sustainable growth, the Company is focused on environment protection. Its initiatives towards Zero Liquid Discharge (ZLD) by installing various equipment have resulted in substantial reduction/elimination of air/ water pollution near its plants.

The Company is an equal opportunity employer.

By way of its CSR initiatives, the Company derives plan for farmer awareness to reduce water consumption for sugarcane irrigation through modern agricultural techniques. The Company has also joined hands with renowned organisations for rain water harvesting/water rejuvenation and health care programmes in rural areas. The Company continues to remain committed towards rural education.

Management Discussion and Analysis

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this report.

Corporate Governance

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended a separate section on Corporate Governance practices followed by the Company, together with a certificate from M/s. GSK & Associates, a firm of Company Secretaries in Practice, confirming compliance forms an integral part of this report.

Compliance with Secretarial Standards

The Company complies with all the applicable mandatory Secretarial Standards issued by The Institute of Company Secretaries of India.

Policy on Selection and Remuneration of Directors

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. Details of this policy are set out in the Corporate Governance Report which forms a part of this Report. The Nomination and Remuneration policy is in consonance with the existing policy of the Company.

The Nomination and Remuneration Policy as approved by the Board is placed on the Company''s website i.e., https:// dhampursugar.com/investors/policies

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the evaluation of its own performance and that of the Board Committees and of Directors individually on the basis of structured questionnaire that was prepared after considering inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, corporate governance practices and stakeholders'' interests, etc.

A separate exercise was carried out to evaluate the performance of Individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, meeting risk management and competition challenges, compliance and due diligence, financial control, safeguarding the interest of the Company and its minority shareholders etc. The Nomination and Remuneration Committee also carried out an evaluation of every Director''s performance. The Directors expressed satisfaction with the evaluation process and results thereof.

Risk Management Policy

The Risk Management Policy of the Company is in place for risk assessment and mitigation. The Policy facilitates the identification of risks at an appropriate time and ensures necessary steps to be taken to mitigate the risks. Risk procedures are periodically reviewed to ensure control of risk through a properly defined framework. The Company''s

Risk Management strategy is integrated with its overall business strategies and is communicated throughout the organization.

The Risk Management Policy as approved by the Board is uploaded on the Company''s website at https:// dhampursugar.com/investors/policies

Vigil Mechanism/Whistle Blower Policy

The Company has formulated Vigil Mechanism /Whistle Blower Policy for Directors and Employees in order to keep high standards of ethical behavior and provide safeguards to whistle blower.

The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Company''s website at https:// dhampursugar.com/investors/policies

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed during the year 2022-23.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 (3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure 4 and forms an integral part of this report.

Annual Return

According to the provisions of Section 92(3) of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014, the draft of Annual Return of the Company in Form MGT -7 has been placed on the website under the head ''Shareholders Meeting'' at https:// www.dhampursugar.com/investors/shareholders-meeting.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future

There was no such order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is Not Applicable.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

There was no such application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

Business Responsibility and Sustainability Report

Securities Exchange Board of India vide its circular dated May 10, 2021, made Business Responsibility and Sustainability Report mandatory for the top 1,000 listed companies (by market capitalization) from Financial Year 2022-23. The report required forms an integral part of this Report and is annexed as Annexure 6.

Human Resources and Industrial Relations

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has structured induction process at all locations and management development programs to update skills of managers. Industrial relations remained cordial and harmonious during the year.

Particulars of Employees

The disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 1 and forms an integral part of this Report. A statement furnishing the names of Top Ten employees in terms of remuneration drawn and persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and their shareholding, relation with any Director, wherever applicable, is annexed as Annexure 7 and forms an integral part of this Report. In line with the provisions of Section 136 of the Companies Act, 2013, the above annexure is not being sent along with this Annual Report to the Members of the Company. Members who are interested in obtaining these particulars may write to the Company Secretary at the registered office of the Company, twenty-one days before and up to the date of the ensuing Annual General Meeting during the business hours.

Acknowledgement

Your Directors place on record their acknowledgement and sincere appreciation to the shareholders for their confidence in the management of the Company, the Central Government, the State Government, Banks and Financial Institutions for their continued support, the cane growers for their efforts in ensuring timely cane supply, the Company''s employees for their relentless and dedicated efforts, resulting in the Company''s growth and look forward to a bright future.

For and on behalf of the Board of Directors Ashok Kumar Goel

Place: New Delhi Chairman

Date: May 7, 2023 (DIN: 00076553)

To,

The Members,

Dhampur Sugar Mills Limited

The Directors have pleasure in presenting their Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2018.

Financial Results: (Rs. in Crore)

Operational performance:

The key operational data of the Company is as under: Sugar operations at a glance

Co-generation operations at a glance

Chemical operations at a glance

Company’s Performance during FY 2018

Revenue of the Company during the year 2017-18 has improved to RS.3347.49 crores as compared to RS.2691.15 crores during the year 2016 17, witnessing increase of 24.4% mainly due to improved sugar sale volume. Total comprehensive income, earned by the Company during the year is RS.156.73 crores as compared to RS.233.40 crores in previous year due to reduction in sugar sale prices.

The Company crushed 66.20 lakh tonnes of sugarcane during the financial year ended 31st March 2018 as compared to 54.19 lakh tonnes last year. The Sugar Recovery improved to 11.28% during the year from 10.94% in previous year. The Company sold 7.7 lakh tonnes of sugar at an average realisation of RS.35.1/kg as against 5.3 lakh tonnes sugar sold at an average realisation of RS.35.9/kg last year. The Company is working closely with farmers to improve sugar cane yield and cane quality and imparting training on modern agricultural practices. The Company expects improvement in supply of quality of cane due to cane development initiatives, thereby reduction in cost of production of sugar.

The Company generated 73.46 crores units of Power during the financial year 2018 as compared to 64.25 crores units in the previous year. Power exported 43.28 crores units during the financial year ended 31st March 2018 to Uttar Pradesh grid as against 39.36 crores units in previous year. The power realisation stood at RS.5/unit as against RS.5.1/unit last year. Revenues from power segment are expected to improve further due to higher availability of bagasse owing to higher cane crushed.

The Company performed satisfactorily. The Company sold 6.67 crores bulk litres of alcohol during the financial year ended 31st March 2018 as against 6.78 crores bulk litres in previous year. The average realisation stood during the financial year ended 31st March 2018 RS.38.40/bulk litre as against 41.40/ bulk litre in the previous year. The Company has installed incinerator boilers successfully at distilleries in order to achieve zero liquid discharge and generate 11.5 MW power out of effluent resulting in higher asset utilisation. The Company expects to improve its performance further due to higher molasses availability and thrust of the Central Government on the Ethanol Blending Programme.

Performance of Subsidiaries

DIPL (Wholly Owned Subsidiary Overseas)

DIPL (Dhampur International Pte. Ltd.) achieved turnover of RS.91.34 crores for the year ended 31st March 2018 as compared to RS.77.33 crores last year with profit after tax of RS.0.76 crores as compared to Loss of RS.6.30 crores last year. DSML infused fresh capital of USD 4 million in DIPL during the year.

Ehaat Ltd (Wholly Owned Subsidiary)

Ehaat Ltd achieved turnover of RS.5.36 crores for the year ended 31st March 2018 as compared to H NIL last year with loss of RS.5.36 crores as compared to Loss of RS.0.25 crores last year. DSML transferred business of rural distribution of consumer products to Ehaat Ltd on a slump sale basis in consideration of RS.1.67 crores and Ehaat Ltd allotted equity share capital for the same. DSML further invested RS.2.00 crores in equity share capital of Ehaat Ltd during the year.

DETS Ltd (Subsidiary)

DETS Ltd achieved turnover of RS.3.69 crores for the year ended 31st March 2018 as compared to RS.14.13 crores last year with loss of RS.0.91 crores as compared to Profit of RS.0.74 crores last year.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 as Annexure-2 and forms an integral part of this Report.

Material Changes and Commitments during the Year

There are no material changes and commitments affecting the financial position of the Company which have occurred between 31st March, 2018 and at the date of the Report, as required under Section 134(3)(l) of the Companies Act, 2013.

However, the Company has transferred its Rural Distribution Business of Consumer Products to its wholly owned subsidiary Ehaat Limited vide Slump Sale Agreement dated 25th May, 2017. The transaction is not material in terms of Company Law Provisions and Listing Regulations.

Change in the Nature of Business

During the year, there was no material change in the nature of business of the Company.

Dividend

The Board of Directors (at its meeting held on 31st January, 2018), had declared interim dividend at 30% i.e. RS.3.00 per Equity Share of RS.10 each.

The Interim Dividend declared by the Board of Directors is proposed to be confirmed as final by Shareholders in the ensuing Annual General Meeting.

Reserves & Surplus

The Company has earned a Net Profit after tax of 157.16 Crores which has been adjusted as per the head Reserve and Surplus and is given in the notes to Financial Statements forming part of this Report.

Directors

Shri Gautam Goel and Shri Sandeep Kumar Sharma shall retire at the ensuing Annual General Meeting and being eligible have offered themselves for their respective re-appointment.

Independent Directors Shri M.P Mehrotra, Shri Priya Brat and Shri Harish Saluja are more than 75 years of age. In terms of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 dated 9th May, 2018 (effective from 01st April, 2019), their continuation as Independent Directors need approval of Shareholders. Accordingly the special resolutions have been placed for approval by shareholders in the ensuing Annual General Meeting.

Profile and other information regarding the directors seeking appointment/reappointment or continuation of term in case of attaining age of more than 75 years as required under Listing Regulations( as amended from time to time) and Secretarial Standards have been given in the Notice convening the Annual General Meeting of the Company.

Key Managerial Personnel

Mr. Arhant Jain retired as Chief financial Officer (CFO) and Company Secretary (CS) of the Company w.e.f. 3rd April, 2017. The Board appreciates his valuable contribution to the Company.

Mr. Nalin Kumar Gupta was appointed as Chief Financial Officer of the Company w.e.f. 25.05.2017.

Ms. Aparna Goel, a member of The Institute of Company Secretaries of India, has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. 25.05.2017.

Deposits

1. Accepted during the year: RS.7.95 crores

2. Remained unpaid or unclaimed (excluding interest thereon) as at the end of the year RS.0.70 Crores

3. If there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

a. At the beginning of the year; NIL

b. Maximum during the year; NIL

c. At the end of the year. NIL

Deposits not in compliance with Chapter V of the Act

The Company has not accepted any deposit, not in compliance with Chapter V of the Act.

Particulars of Loans, Guarantees or Investment

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements forming part of this annual report.

Related Party Transactions

All the transactions carried out with Related parties for the year under review were on arm’s length basis and are in compliance with the applicable provisions of the Act and Listing Regulations.

There are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company’s website at http://www.dhampur.com

Your Directors draw attention of the members to Note No. 44 of the Financial Statement which sets out related party disclosures.

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 and Rules made there under are not attracted. Thus disclosure in Form AOC 2 in terms of Section 134 of Companies Act, 2013 is not required.

Credit Rating:

CARE Ratings, a Credit Rating Agency vide its letter dated 23rd August, 2017 has revised and upgraded the Credit Rating of the Company from Care BBB (Triple B Plus)” with Stable Outlook to Care A- (Single A Minus;) with Stable Outlook for Long Term/Short Term Credit Facilities from banks and Fixed Deposits accepted by the Company respectively.

Auditors :-

Statutory Auditors and their Audit Report:

M/s. TR Chadha & Co., Chartered Accountants (ICAI Firm Registration number 006711N/N500028) and M/s. Atul Garg & Associates, Chartered Accountants, (ICAI Firm Registration number 01544C) are Joint Statutory Auditors of the Company and shall continue to be Statutory Auditors till the conclusion of Eighty Seventh Annual General Meeting to be held in the year 2022. The report given by the Auditors on the Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2018 forms part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their reports.

The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013.

Cost Auditors

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, The Board of Directors, on the recommendation of Audit Committee, has re-appointed Shri S.R. Kapur, Cost Accountant, Khatauli as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2018-19. As required under Companies Act, 2013 the remuneration payable to Cost Auditor is required to be placed before the members in Annual General Meeting for their ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to Shri. S. R. Kapur, Cost Auditor is included in the Notice convening Annual General Meeting.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013, The Board of Directors, on the recommendation of Audit Committee has re-appointed M/s D.C Chhajed, Chartered Accountants, New Delhi as Internal Auditors of the Company for the Financial Year 2018-19.

Internal Control Systems And Their Adequacy

The details in respect of Internal Control system and their adequacy are included in the Management Discussion and analysis, report which is a part of this report.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made there under, the Company has appointed M/s. GSK & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure 3 and forms an integral part of this report.

There is no secretarial audit qualification for the year under review. Management Discussion and Analysis

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

Corporate Governance

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Section on Corporate Governance practices followed by the Company, together with a certificate from M/s. GSK & Associates, a firm of Company Secretaries in Practice, confirming compliance forms an integral part of this Report.

Compliance with Secretarial Standards

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has complied with each one of them.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your directors state that:

(a) In the preparation of the annual accounts, the Company has adopted Ind AS notified under Companies (Indian Accounting Standard) Rule, 2015. The adoption of Ind AS was carried out in accordance with Ind AS using April 01,2016 as the transition date. Restatement of previous year figures presented in the Financial Statements in accordance with the notification dated 16th February, 2015, issued by the Ministry of Corporate Affairs,. Accordingly, the Financial Statements, forming part of the Annual Report, have been prepared in accordance with Ind AS prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) (Amendment) Rules, 2016. The Company has adopted all the applicable Ind AS and the adoption was carried out in accordance with Ind AS 101 (First time adoption of Indian Accounting Standards).

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit and Loss (including other comprehensive income) of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively; and

(f) the Directors, have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Declaration by Independent Directors

The Company has received declaration from all Independent Directors as under in accordance with the provisions of Section 149(6) of Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

1. Shri M.P Mehrotra

2. Shri Priya Brat

3. Shri Ashwani K Gupta

4. Shri Harish Saluja

5. Shri Rahul Bedi

6. Smt Nandita Chaturvedi

Committees of the Board

The Board of Directors has the following Committees:

Mandatory Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee (CSR Committee)

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of this report.

Non Mandatory Committees:

1. The Company has also constituted a committee named Finance Sub Committee, in order to carry out routine functions of the Company. The Committee met 11 (eleven) times during the year 2017-18.

2. The Company has also formed Risk Management Committee for the purpose of Risk Management by the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the evaluation of its own performance and that of the Board Committees, viz. Audit Committee, Nomination and Remuneration Committee, CSR Committee and Stakeholders’ Relationship Committee as well as evaluation of the performance of Directors individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, corporate governance practices and stakeholders’ interests, etc. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, meeting risk management and competition challenges, compliance and due diligence, financial control, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of all the Directors including Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors. The Nomination and Remuneration Committee also carried out evaluation of every Director’s performance, after laying down criteria for evaluation by way of the aforesaid structured questionnaire. The Directors expressed satisfaction with the evaluation process and results thereof.

Nomination and Remuneration Policy:

The Board of Directors have framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. Details of this policy are set out in the Corporate Governance Report which forms a part of this Report. The remuneration policy is in consonance with the existing policy of the Company.

Risk Management Policy

Risk Management Policy of the Company is in place for Risk assessment and mitigation. Risk procedures are periodically reviewd to ensure control on Risk through properly defined framework. The Companies Risk Management strategy is integrated with its overall business strategies and is communicated throughout the organisation. The Policy facilitates in identification of risks at appropriate time and ensures necessary steps to be taken to mitigate the risks.

Vigil Mechanism/Whistle Blower Policy

The Company has formulated Vigil Mechanism /Whistle Blower Policy for employees and Directors in order to keep high standards of ethical behaviour and provide safeguards to whistle blower.

The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Company’s website at http://www.dhampur.com

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed during the year 2017-18.

No. of complaints received Nil

No. of complaints disposed Nil

Corporate Social Responsibility (CSR)

The composition of CSR committee is as under:

1. Shri V.K Goel, Chairman

2. Shri Gaurav Goel, Member

3. Shri M.P. Mehrotra, Member

The Annual Report on CSR activities is attached as per Annexure - 4

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 (3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure-5 and forms an integral part of this Report.

Extract of Annual Return

According to the provisions of Section 92(3) of the Companies Act, 2013 the prescribed Form MGT-9 (Extract of Annual Return) is attached as per Annexure-6.

Details of Board Meetings held during the year

The Board of Directors met four times during the Financial Year 2017-18. Details of the Board Meetings and attendance at the meetings held during the Financial Year 2017-18 forms part of the Corporate Governance Report.

Significant and Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status And Company’s Operations In Future

There was no such order passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

Statutory Information

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 1 and forms an integral part of this Report. A statement furnishing the names ofTop Ten employees in terms of remuneration drawn and persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure -7 and forms an integral part of this Report.

The above annexure is not being sent along with this Annual Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered office of the Company, twenty one days before and upto the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said annexure is a relative of any Director of the Company. None of the employees hold (by himself or alongwith his spouse and dependent children) more than two percent of the Equity Shares of the Company.

Acknowledgements:

Your Directors place on record their acknowledgement and sincere appreciation to the shareholders for their confidence in the Management of the Company, the Central Government, the State Government, banks and financial institutions for their continued support, the cane growers for their efforts in ensuring timely cane supply, the Company’s officers and staff for their relentless and dedicated efforts, resulting in the Company’s growth and look forward to a bright future.

For and on behalf of the Board

Place: New Delhi V. K. Goel

Dated: 9th May, 2018 Chairman

(DIN:-00075317)

To,

The Members,

Dhampur Sugar Mills Limited

The directors have pleasure in presenting their Annual Report of the company together with the Audited accounts for the period ended on 31st March, 2017.

Financial Results: (Rs. in Crore)

Operational performance:

The key operational data of sugar/co-generation/chemical units are as follows:

Sugar operations at a glance

Co-generation operations at a glance

Chemical operations at a glance

Subsidiaries, Joint Ventures or Associate Companies

The financial statements of Dhampur International Pte Limited, DETS Limited and Ehaat Limited, subsidiaries of the Company is annexed as Annexure 2 and forms an integral part of this report.

Material Changes and Commitments during the Year

There are no material changes and commitments affecting the financial position of the company which have occurred between 31st March, 2017 and the date of the report, as required under Section 134(3)(l) of the Companies Act, 2013.

However, the company has transferred its ''Rural Distribution Business of Consumer Products'' to its wholly owned subsidiary Ehaat Limited vide Slump Sale Agreement dated 25th May 2017. The transaction is not material in terms of company law provisions and Listing Regulations.

Change in the Nature of Business

During the year, there was no material change in nature of business of the company.

Dividend

Your directors recommend dividend of H3.50 per equity share of H10 each for the year ending 31st March 2017. During the year Interim dividend of H2.50 per equity share of H10 each was also paid. So the total dividend for the year is H6.00 per equity share of H10 each.

Reserves & Surplus

The Company has earned a Net Profit after tax of Rs. 243.04 Crore which has been adjusted in the Surplus/(Deficit) under the head Reserves & Surplus. The Reserves & Surplus now amounted to Rs. 890.72 Crores as at 31st March, 2017.

Equity Share Capital

During the current financial year, the Company has issued and allotted 61,72,655 equity shares of Rs. 10 each at a premium of Rs. 88.68 per equity share by way of Qualified Institutional Placement.

Directors

Shri Vijay Kumar Goel, Shri Ashok Kumar Goel and Shri Gaurav Goel will retire at the ensuing Annual General Meeting and being eligible have offered themselves for their respective re-appointment.

During the year Shri Anoop Kumar Wahi was appointed as Nominee Director of Punjab National Bank in place of Shri D.L Mittal.

It has been proposed to change the Remuneration and terms of appointment of Shri V.K Goel, Chairman, Shri A.K Goel, Vice Chairman, Shri Gaurav Goel, Shri Gautam Goel, Managing Directors and Shri Sandeep Kumar Sharma, Whole Time Director subject to approval of shareholders in the ensuing annual general meeting of the Company.

Brief profile of Shri Vijay Kumar Goel, Shri Ashok Kumar Goel, Shri Gaurav Goel, Shri Gautam Goel and Shri Sandeep Sharma has been given in the Corporate Governance, forming part of the Annual Report.

Key Managerial Personnel

Shri Gaurav Goel and Shri Gautam Goel are the Managing Directors of the Company and Shri Nalin K Gupta is Chief Financial Officer and Ms Aparna Goel is Company Secretary of the Company.

Deposits

1. Accepted during the year : Rs.21.21 crores

2. Remained unpaid or unclaimed (excluding interest thereon) as at the end of the year Rs. 0.70 Crores

3. If there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

a. At the beginning of the year; Nil

b. Maximum during the year; Nil

c. At the end of the year. Nil

Deposits not in compliance with Chapter V of the Act

The Company has not accepted any deposit, which is not in compliance with chapter V of the Act.

Particulars of Loans, Guarantees or Investment

Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

Related Party Transactions

All the transactions carried out with Related parties for the year under review were on arm''s length basis and are in compliance with the applicable provisions of the Act and Listing Regulations.

There are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at http://www.dhampur.com

Your directors draw attention of the members to Note No. 33 of the Financial Statement which sets out related party disclosures.

Auditors and Auditors'' Report

Pursuant to provisions of Section 139 (2) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, Regulation 18 of SEBI (LODR) Regulations, 2015 and other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 2013, the term of existing auditors i.e. M/s Mittal Gupta & Company, Chartered Accountants, Kanpur will concludenand they will retire at the conclusion of forthcoming Annual General Meeting of the Company.

The Board of Directors places on record its appreciation to the services rendered by Messrs Mittal Gupta & Company as the Statutory Auditors of Company.

Subject to the approval of the Members, the Board has recommended appointment of M/s. TR Chadha & Co., Chartered Accountants (ICAI Firm Registration number 006711N/N500028 ) and M/s. Atul Garg & Associates, Chartered Accountants, (ICAI Firm Registration number 01544C ) as Joint Statutory Auditors of the Company .

Cost Auditor

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, The Board of Directors, on the recommendation of Audit Committee, has appointed Shri S.R. Kapur, Cost Accountant, Khatauli as Cost Auditor to audit the cost accounts of the Company for the financial year 2017-18. As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013, The Board of Directors, on the recommendation of Audit Committee has appointed M/s D.C Chhajed, Chartered Accountants, New Delhi as Internal Auditors of the Company for the financial year 2017-18.

Internal Control Systems And Their Adequacy

The details in respect of Internal Control system and their adequacy are included in the Management Discussion and analysis, which is a part of this report.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made there under, the Company has appointed GSK & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure 3 and forms an integral part of this report.

There is no secretarial audit qualification for the year under review.

Management Discussion and Analysis

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

Corporate Governance:

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your directors state that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively; and

(f) the Directors, have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Declaration by Independent Directors

The Company has received declaration from following Independent Directors in accordance with the provisions of Section 149(6) of the Act:

1. Shri M.P Mehrotra

2. Shri Priya Brat

3. Shri Ashwani K Gupta

4. Shri Harish Saluja

5. Shri Rahul Bedi

6. Smt Nandita Chaturvedi

Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee (CSR Committee)

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the performance evaluation of its own performance and of the Board Committees, viz. Audit Committee, Nomination and Remuneration Committee, CSR Committee and Stakeholders'' Relationship Committee as well as evaluation of performance of Directors individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, corporate governance practices and stakeholders'' interests, etc. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, meeting risk management and competition challenges, compliance and due diligence, financial control, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Nomination and Remuneration Committee also carried out evaluation of every director''s performance. The Directors expressed satisfaction with the evaluation process.

Nomination and Remuneration Policy:

The Board of Directors have framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The details of this policy are explained in the Corporate Governance which forms a part of this Report. The remuneration policy is in consonance with the existing policy of the Company.

Risk Management Policy

The Company has Risk Management committee of Directors to have a system of Risk Management, inter alia, to review it periodically. A detailed note on risk management policy, elements of risk and its mitigation is comprised in Management Discussions and Analysis which forms part of this Report.

Vigil Mechanism/Whistle Blower Policy

The Company has formulated Vigil Mechanism /Whistle Blower Policy for employees and Directors to keep high standards of ethical behaviour and provide safeguards to whistle blower.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2016-17

Corporate Social Responsibility

The composition of CSR committee is as under :

1. Shri V.K Goel, Chairman

2. Shri Gaurav Goel, Member

3. Shri Ashwani K Gupta, Member

The Annual Report on CSR initiatives is attached as per Annexure - 4

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 (3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure-5 and forms an integral part of this report.

Extract of Annual Return

According to the provisions of section 92(3) the prescribed Forms MGT-9 (Extract of Annual Return) is attached as per Annexure-6.

Details of Board Meetings held during the year

Details of the Compositions of the Board Meeting and the attendance at the meetings held during the financial year 2016-17 forms the part of the Corporate Governance Report.

Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status And Company''s Operations In Future

There was no such order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Statutory Information

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 1 and forms an integral part of this report. A statement comprising the names of Top Ten employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure -7 and forms an integral part of this report.

The above annexure is not being sent along with this Annual Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered office of the Company, twenty one days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children ) more than two percent of the Equity Shares of the Company.

Acknowledgements:

Your Directors place on record their acknowledgement and sincere appreciation to the shareholders for their confidence in the Management of the Company, the Central Government, the State Government, banks and financial institutions for their continued support, the cane growers for their efforts in ensuring timely cane supply, the Company''s officers and staff for their relentless and dedicated efforts, resulting in the Company''s growth and look forward to a bright future.

For and on behalf of the Board

Place: New Delhi V. K. Goel

Dated: 25th May, 2017 Chairman

The Members,

Dhampur Sugar Mills Limited

The directors have pleasure in presenting their Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2015.

Financial results

(Rs in crores) Current Year for the Previous Year for the Particulars Period 2014-15 Period 2013-14

Total Income 1,854.77 1,897.05

Less - Expenditure during the year 1,701.65 1,759.92

Profit/(Loss) before Depreciation, Interest & tax 153.12 137.13

Less - Depreciation 55.15 75.88

Less - Interest 149.66 142.21

Less - Provision For Tax & Adjustments (41.33) (5.59)

Net Profit/(Loss) (10.36) (75.37)

Operational performance

Sugar units:

The key operational data of sugar/co-generation/chemical units are as follows :

Sugar operations at a glance

31stMarch,201 31st March, 2014

Cane crushed (lac - qtls.) 458.22 406.24

Recovery (per cent) 9.51 9.27

Finished Sugar produced (lac - qtls.) 43.57 37.51

Co-generation operations at a glance

31stMarch7201 31st March, 2014

Power generated (M.W.) 5,70,576 5,37,485

Sale to UPPCL (M.W.) 3,73,076 3,32,549

Chemical operations at a glance

Production 31st March,2015 31st March,2014

RS/ENA/Ethanol (in lacs BL) 371.94 612.89

Chemicals (net) (in lacs KG) 245.35 311.77

Subsidiaries, Joint Ventures and/or Associate Companies

A Statement containing salient features of the financial statement of Dhampur International Pte Limited and Dhampur Global Pte Limited, subsidiaries of the Company is annexed as Annexure 1 and forms an integral part of this report.

Material Changes and Commitments during the Year

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report during the year under review, as required under Section 134(3)(l) of the Companies Act, 2013.

Change in the Nature of Business

During the year, there was no material change in nature of business of the Company.

Dividend

In absence of profits, your directors do not recommend any dividend for the year ending 31st March 2015.

Reserves & Surplus

The Company has incurred a Loss of C 10.36 Crore which has been adjusted in Profit and Loss Account under the head Reserves & Surplus.

Equity Share Capital

The Company had issued 30,00,000 equity warrants, each having an option to convert into equity shares of C10 each at a premium of C 23 each, during the previous year. Holder of 15,00,000 equity warrants has exercised this conversion option during the year and consequently, the equity shares were allotted.

Directors

The Board of Directors in their meeting held on 12th November, 2014 appointed Smt. Nandita Chaturvedi as Additional Director and

Non-Executive Independent Director of the Company w.e.f 12th November, 2014 for a period of five consecutive years for a term upto 11th November, 2019. The above appointment was based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Shareholders of the Company at the forthcoming Annual General Meeting.

Smt. Nandita Chaturvedi holds office upto the date of the forthcoming Annual General Meeting and is eligible for appointment. Details of the proposal for her appointment has been provided in the Notice of the 80th Annual General Meeting of the Company containing explanatory statement.

Shri V.K Goel and Shri A.K Goel will retire at the ensuing Annual General Meeting and being eligible have offered themselves for their re-appointment.

It has been proposed to change the Remuneration and terms of appointment of Shri V.K Goel, Chairman, Shri A.K Goel, Vice Chairman, Shri Gaurav Goel and Shri Gautam Goel, Managing Directors subject to approval of shareholders in the ensuing annual general meeting of the Company.

Brief profile of Shri V.K Goel, Shri A.K Goel, Shri Gaurav Goel, Shri Gautam Goel and Smt. Nandita Chaturvedi, has been given in the Corporate Governance, forming part of the Annual Report.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of Companies Act, 2013 and rules made thereunder, Shri Arhant Jain, Executive President Finance & Company Secretary has been designated as Chief Financial Officer and Company Secretary of the Company.

Deposits

1. Accepted during the year : C9.27 crores

2. Remained unpaid or unclaimed as at the end of the year C 0.31 Crores

3. If there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

a. At the beginning of the year ; N.A

b. Maximum during the year ; N.A

c. At the end of the year. N.A

Deposits not in compliance with Chapter V of the Act

The Company has not accepted any deposit , which is not in compliance with chapter V of the Act.

Particulars of Loans, Guarantees or Investment

Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial statements.

Related Party Transactions

All the transactions done with Related parties for the year under review were on arm''s length basis and are in compliance with the applicable provisions of the Act and Listing Agreement.

There are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at http://www.dhampur.com

Your directors draw attention of the members to Note 31 to the Financial Statement which sets out related party disclosures.

Auditors and Auditors'' Report

M/s Mittal Gupta & Co., Chartered Accountants, Kanpur, the auditors of your Company will retire at the ensuing Annual General Meeting and being eligible are proposed to be re-appointed.

M/s S Vaish & Co., Chartered Accountants, Kanpur, joint Statutory Auditors of the Company have expressed that they shall not like to continue as Statutory Auditors.

The observations of the Auditors in their report read with the accounts are self-explanatory except emphasis on subsidy announced by government of Uttar Pradesh.

We submit that the government of Uttar Pradesh has announced subsidy scheme in order to extend financial support to the sugar

industries enabling them to make cane payments. The Company has estimated the subsidy amount of C 12261.33 lacs based on the average selling price of Sugar and By-products which is significantly lower than the threshold specified in the Press note dated 12.11.2014.

The Company is confident that the announced subsidy will be notified by the government.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made there under, the Company has appointed GSK & Associates , a firm of Company Secretaries in Practice , to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure 2 and forms an integral part of this report. There is no secretarial audit qualification for the year under review.

Corporate Governance

In compliance with Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed Corporate Governance Report has been given elsewhere in this report, along with the Management Discussion and Analysis Report, which form an integral part of the Annual Report.

A certificate from GSK & Associates, a Firm of Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your directors state that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with the new/revised standard operating procedures.

(f) the directors, have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Declaration by Independent Directors

The Company has received declaration from all Independent Directors in accordance with the provisions of Section 149(6) of the act, whose names are as under:

1. Shri M. P Mehrotra

2. Shri Priya Brat

3. Shri Ashwani K Gupta

4. Shri Harish Saluja

5. Shri Rahul Bedi

6. Smt. Nandita Chaturvedi

Audit Committee

Details of the composition of the Audit Committee and the attendance at the meetings held during the financial year 2014-15 forms part of the Corporate Governance Report.

Nomination and Remuneration Policy

The Board of Directors have framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The details of this policy is explained in the Corporate Governance Part of this report. The remuneration policy is in consonance with the existing policy of the Company.

Risk Management Policy

The Company has Risk Management Committee of Directors to have a system of Risk Management , inter alia, to review it periodically.

Vigil Mechanism/Whistle Blower Policy

The Company has formulated Vigil Mechanism /Whistle Blower Policy for employees and Directors to keep high standards of ethical behavior and provide safeguards to whistle blower.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

No. of complaints received Nil

No. of complaints disposed off Nil

Corporate Social Responsibility (CSR)

The composition of CSR Committee is as under:

1. Shri V.K Goel, Chairman

2. Shri Gaurav Goel, Member

3. Shri Ashwani K Gupta, Member

The Annual Report on CSR initiatives is attached as per Annexure-3.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure-4 attached to this report.

Extract of Annual Return

According to the provisions of Section 92(3) the prescribed Form MGT-9 (Extract of Annual Return) is attached as per Annexure-5.

Details of Board Meeting held during the Year

Details of the composition of the Board Meeting and the attendance at the meetings held during the financial year 2014-15 forms part of the Corporate Governance Report.

Significant and Material Orders Passed by The Regulators, or Courts or Tribunals impacting the Going Concern Status and Company''s Operations in Future

There was no such order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Managerial Remuneration

1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Name of the director Designation DIN Ratio

Shri Vijay Kumar Goel Promoter, Chairman and Whole-time director 00075317 25.30 : 1

Shri Ashok Kumar Goel Promoter, Vice Chairman and Whole-time director 00076553 25.30 : 1

Shri Gaurav Goel Promoter and Managing Director 00076111 28.34 : 1

Shri Gautam Goel Promoter and Managing Director 00076326 28.34 : 1

Shri Mahesh Prasad Mehrotra Independent Director 00016768 NA

Shri Priya Brat Independent Director 00041859 NA

Shri Ashwani Kumar Gupta Independent Director 00108678 NA

Shri Sudarshan Kumar Wadhwa Nominee Director 05327641 NA

Shri Harish Saluja Independent Director 01233800 NA

Shri Rahul Bedi Independent Director 02573535 NA

Shri Sandeep Kumar Whole Time Director 06906510 9.39 : 1

Smt. Nandita Chaturvedi Independent Director 07015079 NA

2. Percentage increase in remuneration of each director and CEO in the financial year

Name of the director/ CEO/CFO/CS Designation DIN Percentage increase

Shri Vijay Kumar Goel Promoter , Chairman and Whole-time director 00075317 Nil

Shri Ashok Kumar Goel Promoter, Vice Chairman and Whole-time director 00076553 There has been

Shri Gaurav Goel Promoter and Managing Director 00076111 noIncrease in

Shri Gautam Goel Promoter and Managing Director 00076326 remuneration of the Director/CEO CFO/CS

Shri Mahesh Prasad Mehrotra Independent Director 00016768 in the financial year.

Shri Priya Brat Independent Director 00041859

Shri Ashwani Kumar Gupta Independent Director 00108678

Shri Sudarshan Kumar Wadhwa Nominee Director 05327641

Shri Harish Saluja Independent Director 01233800

Shri Rahul Bedi Independent Director 02573535

Shri Sandeep Kumar Whole Time Director 06906510

Smt. Nandita Chaturvedi Independent Director 07015079

Shri Arhant Jain CFO and CS

3. Percentage increase in the median remuneration of employees in the financial year: 5.71%

4. Number of permanent employees on the rolls of company: Permanent Employees: 3,296

5. Explanation on the relationship between average increase in remuneration and company performance:

The Company is giving Statutory increment to its workers wherever applicable, irrespective of the performance of the Company.

6. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

The Company has incurred loss due to adverse market conditions of Sugar Industry. During the year, the Company has not increased remuneration of Key Managerial Personel.

7. The key parameters for any variable component of remuneration availed by the directors:

Commission on Net Profits of the Company to be paid to them. Nil

8. The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year: N.A

9. There was no employee of the Company who was in receipt of remuneration in excess of C 60 Lakhs and holding 2% or more of equity share capital of the Company.

Acknowledgement

Your Directors place on record their acknowledgement and sincere appreciation to the shareholders for their confidence in the management of the Company, the Central Government, the State Government, Banks and Financial Institutions for their continued support, the Cane Growers for their efforts in ensuring timely cane supply, the Company''s officers and staff for their relentless and dedicated efforts, resulting in the Company''s growth and look forward to a bright future.

By Order of the Board of Directors Place: New Delhi V. K. Goel Dated: 27.05.2015 Chairman

Dear Members,

The Directors are pleased to present their 79th Annual Report together with the Company''s audited accounts for the year ended 31st March, 2014.

Financial results (H in crores)

31st March, 2014 31st March, 2013

Total turnover 1897.05 1532.87

Operating profit (before interest, depreciation, extraordinary items and tax) 137.13 228.73

Interest 142.21 112.67

Depreciation 75.88 76.76

Extraordinary items 0.00 0.00

Profit before tax (80.96) 39.30

Provision for tax 5.59 (16.54)

Profit after tax (75.37) 22.76

Proposed dividend 0.26 8.89

Tax on proposed dividend 0.04 1.51

Transferred to debenture redemption reserve 0.00 1.26

Transferred to general reserve 0.00 15.00

Balance brought forward 17.37 21.27

Surplus carried to Balance Sheet (58.30) 17.37

Operational performance:

Sugar units:

The key operational data of sugar/co-generation/chemical units are as follows:

Sugar operations at a glance

31st March, 2014 31st March, 2013

Cane crushed (lac-qtls.) 406.24 451.16

Recovery (per cent) 9.27 9.35

Finished sugar produced (lac-qtls.) 37.51 41.68

Co-generation operations at a glance

31st March, 2014 31st March, 2013

Power generated (MW) 5,37,485 5,74,853

Sale to UPPCL (MW) 3,32,549 3,77,547

Chemical operations at a glance

Production 31st March, 2014 31st March, 2013

RS/ENA/Ethanol (in lacs BL) 612.89 381.87

Chemicals (net) (in lacs KG) 311.77 381.31

Subsidiaries and promoted company:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Public deposits:

Public deposits as on 31st March, 2014 stood at H 29.63 crore as against H 24.86 crore as on 31st March, 2014. There were unclaimed deposits amounting to H 1.04 crore pertaining to 189 depositors as on that date. Out of these, depositors with deposits aggregating H 0.04 crore have subsequently claimed/ renewed their deposits. However, the balance amount of H 1.00 crore still remains unclaimed.

Directors:

Shri Priya Brat, Shri M. P. Mehrotra, Shri Ashwani K. Gupta, Shri B. B. Tandon, Shri Harish Saluja and Shri Rahul Bedi will be appointed as Independent Directors for a period of five years with effect from 1st April, 2014 in compliance with the provisions of Section 149, 150, 152 and Schedule IV of Companies Act, 2013 .

Mr. Sandeep Sharma shall be appointed as Director of the Company w.e.f 15th June, 2014.

During the year Nomination by IDBI Limited in the Board was withdrawn and accordingly Mr. M. K. Jain, nominee of IDBI Limited ceased to be Director of the Company w.e.f 08th March, 2014.

Mr. J. P. Sharma, has resigned from the Directorship of the Company w.e.f 31st March, 2014.

Directors'' responsibility statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

i) That the applicable Accounting Standards have been followed in the preparation of the Annual Accounts;

ii) That the Directors have selected such accounting policies

and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the Company''s state of affairs at the end of the financial period and of the profit or loss of the Company for that period;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts on a ''going concern'' basis.

Auditors and Auditors'' Report:

M/s S. Vaish & Co., Chartered Accountants, Kanpur, and M/s Mittal Gupta & Co., Chartered Accountants, Kanpur, the Joint Auditors of your Company will retire at the ensuing Annual General Meeting and being eligible are proposed to be re- appointed.

The observations of the Auditors in their report read with the accounts are self-explanatory and therefore do not require further explanation.

M/s S. S. Kothari Mehta & Company, Chartered Accountants, New Delhi, Branch Auditors will retire at the ensuing Annual General Meeting and being eligible are proposed to be re- appointed as Branch Auditors of the Meeraganj unit of the Company for the year 2014-15.

Corporate Governance:

In compliance with Clause 49 of the Listing Agreement with the stock exchanges, a detailed Corporate Governance Report has been given elsewhere in this report, along with the Management Discussion and Analysis report, which form an integral part of the Annual Report.

A certificate from Shri Saket Sharma, FCS, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Company Members and others entitled thereto. Members interested in obtaining such particulars may write to the Company Secretary at the Company''s Registered Office.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars as required by the Companies (Disclosure of particulars in the Board of Directors report) Rules, 1988, with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure.

Industrial relations:

The industrial relations remained cordial during the period.

Acknowledgements:

Your Directors place on record their acknowledgement and sincere appreciation to the shareholders for their confidence in the management of the Company, the Central Government, the State Government, banks and financial institutions for their continued support, the cane growers for their efforts in ensuring timely cane supply, the Company''s officers and staff for their relentless and dedicated efforts, resulting in the Company''s growth and looking forward to a bright future.

By order of the Board of Directors

Place: New Delhi V. K. Goel

Date: 21-05-2014 Chairman

The Directors are pleased to present their 78th Annual Report together with the Company''s audited accounts for the year ended

31st March, 2013.

(Rs.Crores) Financial results 31st March, 2013 31st March, 2012

Total turnover 1540.26 1598.37

Operating profit (before interest, depreciation, extraordinary items and tax) 228.73 206.57

Interest 112.67 94.87

Depreciation 76.76 67.66

Extraordinary items 0.00 0.00

Profit before tax 39.30 44.04

Provision for tax 16.54 15.50

Profit after tax 22.76 28.54

Proposed dividend 8.89 7.04

Tax on proposed dividend 1.51 1.14

Transferred to Debenture Redemption Reserve 1.26 0.00

Transferred to General Reserve 15.00 50.00

Balance brought forward 21.27 46.61

Surplus carried to Balance Sheet 17.37 21.27

Merger of JK Sugar Limited with the Company:

Hon''ble High Courts of Allahabad and Kolkata have approved merger of JK Sugar Limited with the Company with effect from 1st April 2012 vide their orders dated 18th March, 2013 and 17th May, 2013 respectively. Consequent to the same, 33,08,960 (Thirty Three Lacs Eight Thousand Nine Hundred Sixty only) Equity Shares of Rs.10 each and 18,01,817 (Eighteen Lacs One Thousand Eight Hundred Seventeen only) 8% Redeemable Preference Shares of Rs.100 each of Dhampur Sugar Mills Limited (Transferee Company) will be allotted to the shareholders of JK Sugar Limited.

Dividend:

Your Directors recommend a dividend of Rs.1.25/- per equity share (12.50%) on 5,72,14,935 equity shares of Rs.10 each (including 33,08,960 equity shares of Rs.10 each to be issued pursuant to the amalgamation of JK Sugar Limited with the Company) for the period ended 31st March, 2013 which, if approved at the ensuing Annual General Meeting, will be paid to the following:

i) All those members whose names appear in the register of members as on 13th September, 2013.

ii) All those members whose names appear on that date as beneficial owners as furnished by NSDL and CDSL.

Operational performance: Sugar units:

The key operational data of sugar/co- generation/chemical units are as follows:

Sugar operations at a glance

31st March, 2013 31st March, 2012

Cane crushed (lac-qtls.) 451.16 375.44

Recovery (per cent) 9.35 9.23

Sugar produced (lac-qtls.) 41.68 34.67

Co-generation operations at a glance

31st March, 2013 31st March, 2012

Power generated (M.W.) 5,74,853 4,69,480

Sale to UPPCL (M.W.) 3,77,547 3,05,596

Chemical operations at a glance

31st March, 2013 31st March, 2012

RS/ENA/Ethanol produced ( in lacs BL) 381.87 297.44

Chemicals produced (net) (in lacs KG) 381.31 184.19

Subsidiaries and promoted company:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary Companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary Companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary Companies.

Public deposits:

Public deposits as on 31st March, 2013 stood at Rs.24.86 crore as against Rs.21.82 crore as on 31st March, 2012. There were unclaimed deposits amounting to Rs.0.73 crore pertaining to 163 depositors as on that date. Out of these, depositors with deposits aggregating Rs.0.42 crore have subsequently claimed/renewed their deposits. However, the balance amount of Rs.0.31 crore still remains unclaimed.

Directors:

Shri. V.K Goel, Shri A.K Goel, Shri. Priya Brat, and Shri Rahul Bedi, Directors of the Company will retire by rotation and being eligible offer themselves for re-appointment.

During the year Shri S K Wadhwa, Circle Head, PNB Moradabad, and Mr. M.K Jain, GM, Risk Department, IDBI were appointed as Nominee Directors in the Company on behalf of Punjab National Bank and IDBI Bank respectively.

During the year Nomination by IFCI Limited in the Board was withdrawn and accordingly Mr. S.P Arora, nominee of IFCI ceased to be Director of the Company.

Directors'' responsibility statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

i) That the applicable accounting standards have been followed in the preparation of the Annual Accounts;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the Company''s state of affairs at the end of the financial period and of the profit or loss of the Company for that period;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts on a Rs.going concern'' basis.

Auditors and Auditors'' Report:

M/s S. Vaish & Co., Chartered Accountants, Kanpur, and M/s Mittal Gupta & Co., Chartered Accountants, Kanpur, the joint auditors of your Company will retire at the ensuing Annual General Meeting and being eligible are proposed to be re-appointed.

The observations of the Auditors in their report read with the accounts are self- explanatory and therefore do not require further explanation.

M/s S.S Kothari Mehta & Company, Chartered Accountants, New Delhi are proposed to be appointed as branch auditors of the Meeraganj unit of the company for the year 2013-14.

Corporate Governance:

In compliance with Clause 49 of the Listing Agreement with the stock exchanges, a detailed Corporate

Governance Report has been given elsewhere in this report, along with the Management discussion and analysis report, which form an integral part of the Annual Report.

A certificate from Shri Saket Sharma, FCS, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Company Members and others entitled thereto. Members interested in obtaining such particulars may write to the Company Secretary at the Company''s Registered Office.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars as required by the Companies (Disclosure of particulars in the Board of Directors report) Rules, 1988, with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure.

Industrial relations:

The industrial relations remained cordial during the period.

Acknowledgements:

Your Directors place on record their acknowledgement and sincere appreciation to the shareholders for their confidence in the management of the Company, the Central Government, the State Government, banks and financial institutions for their continued support, the cane growers for their efforts in ensuring timely cane supply, the Company''s officers and staff for their relentless and dedicated efforts, resulting in the Company''s growth and look forward to a bright future.

By order of the Board of Directors

Place: New Delhi V. K. Goel

Date: 25th July, 2013 Chairman

Dear Members

The Directors are pleased to present their 77th Annual Report together with the Company''s audited accounts for the year ended 31st March, 2012.

(Rs. crores)

Financial results 31st March, 2012 31st March, 2011 (12 months) (18 months)

Total turnover 1598.37 2,436.03

Operating profit (before interest, depreciation, extraordinary items and tax) 206.57 233.83

Interest 94.87 127.24

Depreciation 67.66 96.17

Extraordinary items 0.00 0.00

Profit before tax 44.04 10.42

Provision for tax (15.50) (1.74)

Profit after tax 28.54 8.68

Proposed dividend (7.04) 5.83

Tax on proposed dividend (1.14) (0.95)

Transferred to General Reserve (50.00) 0.00

Profit of Dhampur Sugar Distillery Pvt. Ltd. on amalgamation (net) upto 31 March, 2011 4.30 0.00

Surplus carried to Balance Sheet 21.27 46.61

Dividend:

Your Directors recommend a dividend of Rs. 1.25/- per equity share (12.50%) on 53,905,975 equity shares of Rs. 10 each for the period ended 31st March, 2012 which, if approved at the ensuing Annual General Meeting, will be paid to the following:

i) All those members whose names appear in the register of members as on 23rd August, 2012.

ii) All those members whose names appear on that date as beneficial owners as furnished by NSDL and CDSL.

Operational performance:

The key operational data of our sugar/co-generation units at Dhampur, Asmoli, Mansurpur and Rajpura are as follows:

Sugar unit operations 31st March, 2012 (12 months) 31st March, 2011 (18 months)

Sugar unit Dhampur

Cane crushed (lac-qtls.) 139.06 251.12

Recovery (%) 9.62 9.81

Sugar produced (lac-qtls.) 13.37 24.63

Sugar unit, Asmoli

Cane crushed (lac-qtls.) 88.30 139.31

Recovery (%) 9.05 9.05

Sugar produced (lac-qtls.) 7.99 12.61

Sugar unit, Mansurpur

Cane crushed (lac-qtls.) 74.49 155.78

Recovery (%) 8.64 8.90

Sugar produced (lac-qtls.) 6.44 13.86

Summary (sugar operations) at a glance

Cane crushed (lac-qtls.) 73.59 106.39

Recovery (%) 9.33 8.60

Sugar produced (lac-qtls.) 6.87 9.15

Co-generation unit operations

Cane crushed (lac-qtls.) 375.44 652.60

Sugar produced (lac-qtls.) 34.67 60.25

Recovery (%) 9.23 9.27

Co-generation Unit Operations

Power generated (M.W.) 269105 520,657

Sale to UPPCL (M.W.) 186454 371,633

Co-generation Unit, Asmoli

Power generated (M.W.) 112404 244,429

Sale to UPPCL (M.W.) 85103 186,219

Co-generation Unit, Mansurpur

Power generated (M.W.) 63888 113,792

Sale to UPPCL (M.W.) 34039 63,780

Co-generation Unit, Rajpura

Power generated (M.W.) 24083 36,714

Sale to UPPCL (M.W.) 0 0

Summary (Cogeneration operations) at a glance

Power generated (M.W.) 469480 9,15,592

Sale to UPPCL (M.W.) 305596 6,21,632

Performance of the Company''s chemical unit:

The production of RS/ENA/Ethanol was at 181.96 lac BL during the year ended 31st March, 2012 as against production of 208.90 lac BL in the 18 months ended 31st March 2011.

Production (net) of chemicals stood at 184.19 lac kilograms during the year ended 31st March 2012 as against 184.95 lac kilograms in 18 months ended 31st March 2011.

Subsidiaries and promoted company:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same.

The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

The merger of Wholly owned subsidiary of the Company i.e Dhampur Sugar Distillery Private Limited with the Company have been approved by Hon''ble High Court, Allahabad vide its order dated 10th January, 2012.

Public deposits:

Public deposits as on 31st March, 2012 stood at Rs. 21.82 crores as against Rs. 17.83 crores as on 31st March, 2011. There were unclaimed deposits amounting to Rs. 0.71 crores pertaining to 180 depositors as on that date.

Out of these, depositors with deposits aggregating Rs. 0.32 crores have subsequently claimed/renewed their deposits. However, the balance amount of Rs. 0.39 crores still remained unclaimed.

Directors:

Shri. Gaurav Goel, Shri Gautam Goel, Shri. Rahul Bedi, Shri. M.P Mehrotra , Shri. Harish Saluja, Directors of the Company will retire by rotation and being eligible offer themselves for re- appointment.

During the year Shri R.K. Chaujar,

Circle Head, PNB Moradabad, was appointed as Nominee Director of the Company on behalf of Punjab National Bank.

Directors'' responsibility statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

i) That the applicable accounting standards have been followed in the preparation of the Annual Accounts;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the Company''s state of affairs at the end of the financial period and of the profit or loss of the Company for that period;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts on a ''going concern'' basis.

Auditors and Auditors'' Report

M/s S. Vaish & Co., Chartered Accountants, Kanpur, and M/s Mittal Gupta & Co., Chartered Accountants, Kanpur, the joint auditors of your Company will retire at the ensuing Annual General Meeting and being eligible are proposed to be re- appointed.

The observations of the Auditors in their report read with the accounts are self-explanatory and therefore do not require further explanation.

Corporate Governance

In compliance with Clause 49 of the Listing Agreement with the stock exchanges, a detailed Corporate Governance Report has been given elsewhere in this report, along with the Management discussion and analysis report, which form an integral part of the Annual Report.

A certificate from Shri Saket Sharma, FCS, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Company Members and others entitled thereto. Members interested in obtaining such particulars may write to the Company Secretary at the Company''s Registered Office.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars as required by the Companies (Disclosure of Particulars in the Board of Directors Report) Rules, 1988, with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure.

Industrial relations

The industrial relations remained cordial during the period.

Acknowledgements

Your Directors place on record their acknowledgement and sincere appreciation to the shareholders for their confidence in the management of the Company, the Central Government, the State Government, Banks and Financial institutions for their continued support, the cane growers for their efforts in ensuring timely cane supply, the Company''s officers and staff for their relentless and dedicated efforts, resulting in the Company''s growth and look forward to a bright future.

By order of the Board of Directors

Place: New Delhi V. K. Goel

Date: 15th May, 2012 Chairman

The Directors are pleased to present their 76th Annual report together with the Companys audited accounts for the 18 month period ended 31st March, 2011.

(Rs. in crore)

Financial results 31st March, 2011 30th September, 2009 (18 months) (12 months)

Total turnover 2,434.35 990.82

Operating profit (before interest, depreciation, extraordinary items and tax) 232.15 204.67

Interest 125.56 80.99

Depreciation 96.17 61.58

Profit before tax 10.42 62.11

Provision for tax (-)1.74 (-)5.92

Profit after tax 8.68 56.19

Proposed dividend 5.83 8.21

Tax on proposed dividend 0.95 1.39

Transferred to General Reserve 0.00 10.00

Balance brought forward 44.71 8.12

Surplus carried to Balance Sheet 46.61 44.71

Dividend:

Your Directors recommend a dividend of Rs. 1/- per equity share (10%) on 53,905,975 equity shares of Rs. 10 each for the period ended 31st March, 2011 which, if approved at the ensuing Annual General Meeting, will be paid to the following:

i) All those members whose names appear in the register of members as on 26th July, 2011

ii) All those members whose names appear on that date as beneficial owners, as furnished by NSDL and CDSL.

Operational performance:

Sugar units:

The key operational data of four sugar/cogeneration units at Dhampur, Asmoli, Mansurpur and Rajpura are as follows:

Sugar unit, Dhampur 31st March,2011 (18 months) 30th September,2009 (12 months)

Cane crushed (lac-qtls.) 251.12 103.00

Recovery (%) 9.81 9.90

Sugar produced (lac-qtls.) 24.63 10.20

Sugar unit, Asmoli

Cane crushed (lac-qtls.) 139.31 40.85

Recovery (%) 9.05 8.70

Sugar produced (lac-qtls.) 12.61 3.55

Sugar unit, Mansurpur

Cane crushed (lac-qtls.) 155.78 70.04

Recovery (%) 8.90 9.10

Sugar produced (lac-qtls.) 13.86 6.37

Sugar unit, Rajpura

Cane crushed (lac-qtls.) 106.39 40.76

Recovery (%) 8.60 8.51

Sugar produced (lac-qtls.) 9.15 3.47

SUMMARY (sugar operations) at a glance

Cane crushed (lac-qtls.) 652.60 254.65

Sugar produced (lac-qtls.) 60.25 23.59

Recovery (%) 9.27 9.26

Dhampur

Power generated (M.W.) 520,657 158,332

Sale to UPPCL (M.W.) 371,633 101,685

Asmoli

Power generated (M.W.) 244,429 66,515

Sale to UPPCL (M.W.) 186,219 44,098

Mansurpur

Power generated (M.W.) 113,792 42,375

Sale to UPPCL (M.W.) 63,780 19,797

Rajpura

Power generated (M.W.) 36,714 13,796

Sale to UPPCL (M.W.) 0 0

SUMMARY (Cogeneration) at a glance

Power generated (M.W.) 9,15,592 2,81,018

Sale to UPPCL (M.W.) 6,21,632 1,65,580

Performance of the Companys chemical unit:

The production of RS/ENA/Ethanol was at 208.90 lac BL during the 18 months ended 31st March, 2011 as against production of 70.97 lac BL in the 12 months ended 30th September 2009.

Production (net) of chemicals stood at 184.95 lac kilograms during the 18 month period ended 31st March 2011 as against 30.16 lac kilograms in 12 months ended 30th September 2009.

Subsidiaries and promoted company:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed

information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results (for the year ended 30th September, 2010) of its subsidiary companies.

Your Directors have approved the merger of its wholly-owned subsidiary i.e. Dhampur Sugar Distillery Private Limited (DSDPL) with the Company w.e.f. 1st October, 2010 subject to approvals from the concerned authorities, shareholders including Honble High Court, Allahabad. Separate meeting of Shareholders and Creditors shall be conducted as per the directions of Honble High Court in terms of Section 391 to 394 of the Companies Act, 1956.

Public deposits:

Public deposits as on 31st March, 2011 stood at Rs. 17.83 crore as against Rs. 9.61 crore as on 30th September, 2009. There were unclaimed deposits amounting to Rs. 0.25 crore, pertaining to 104 depositors as on that date. Out of these, depositors with deposits aggregating Rs. 0.08 crore have subsequently claimed/renewed their deposits. However, the balance amount of Rs. 0.17 crore still remained unclaimed.

Directors:

Shri. V. K Goel, Shri A. K Goel, Shri. Priya Brat, Shri. A. K Gupta and Shri. J. P Sharma, Directors of the Company will retire by rotation and being eligible offer themselves for reappointment.

The nomination of Shri Amit Dhawan has been withdrawn by ICICI Bank w.e.f. 7th January, 2011 from the Board of Directors of the Company. The Board has recorded it and appreciated the

valuable advice and suggestions provided by him during his tenure as Director.

Directors responsibility statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm

i) That the applicable accounting standards have been followed in the preparation of the Annual Accounts;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the Companys state of affairs at the end of the financial period and of the profit or loss of the Company for that period;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts on a `going concern basis.

Auditors and Auditors Report

M/s S. Vaish & Co., Chartered Accountants, Kanpur, and M/s Mittal Gupta & Co., Chartered Accountants, Kanpur, the joint auditors of your

Company will retire at the ensuing Annual General Meeting and being eligible are proposed to be reappointed.

The observations of the Auditors in their report, read with the accounts are self-explanatory and therefore do not require further explanation.

Corporate Governance

In compliance with Clause 49 of the Listing Agreement with the stock exchanges, a detailed Corporate Governance Report has been given elsewhere in this report, along with the Management discussion and analysis report, which form an integral part of the Annual Report.

A certificate from Shri Saket Sharma, FCS, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, as per the provisions of Section 219(1) (b) (iv) of the said Act, the annual report, excluding the aforesaid information, is being sent to all the Company members and others entitled thereto. Members interested

in obtaining such particulars may write to the Company Secretary at the Companys Registered Office.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars as required by the Companies (Disclosure of particulars in the Board of Directors report) Rules, 1988, with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure.

Industrial relations

The industrial relations remained cordial during the period.

Acknowledgements

Your Directors place on record their acknowledgement and sincere appreciation to the shareholders for their confidence in the management of the Company, the central government, the state government, banks and financial institutions for their continued support, the cane growers for their efforts in ensuring timely cane supply, the Companys officers and staff for their relentless and dedicated efforts, resulting in the Companys growth and look forward to a bright future.

By order of the Board of Directors

V. K. Goel Chairman

Place: New Delhi Date : 24th May, 2011

The Directors are pleased to present their 75th Annual Report together with the Company’s audited accounts for the year ended on 30th September, 2009.

(Rs. in crore)

Financial Results Current Year Previous Year

Total turnover 990.82 750.69 Operating profit (before interest, depreciation, extraordinary items and tax) 204.68 142.56 Interest 80.99 77.31 Depreciation 61.58 53.37 Extraordinary items 0.00 (-) 18.04 Profit before tax 62.11 (-) 6.16 Provision for tax (-)5.92 9.76 Profit after tax 56.19 3.60 Proposed dividend 8.21 0.30 Tax on proposed dividend 1.39 0.05 Transferred to General Reserve 10.00 Balance brought forward 8.12 4.87 Surplus/(-)Deficit carried to Balance Sheet 44.71 8.12

Dividend

Your Directors recommended a dividend of 15% on equity shares of Rs. 10 each for the year ended 30th September, 2009.

Operational performance

Sugar units

The key operational data of four sugar/co-generation units at Dhampur, Asmoli, Mansurpur and Rajpura for the two seasons were as follows:

Sugar season

Sugar Unit Dhampur 2008-09 2007-08

Commencement of the crushing season 18.11.08 27.11.07 Closing of crushing season 23.03.09 07.04.08 Cane crushed (lac-quintals) 103.00 143.48 Recovery (%) 9.90 10.41 Sugar produced (lac-quintals) 10.20 14.93 Sugar unit, Asmoli Commencement of the crushing season 18.11.08 27.11.07 Closing of crushing season 02.03.09 31.03.08 Cane crushed (lac-quintals) 40.85 73.58 Recovery (%) 8.70 9.80 Sugar produced (lac-quintals) 3.55 7.21 Sugar unit, Mansurpur Commencement of the crushing season 01.12.08 25.11.07 Closing of crushing season 04.04.09 13.04.08 Cane crushed (lac-quintals) 70.04 88.77 Recovery (%) 9.10 9.60 Sugar produced (lac-quintals) 6.37 8.52 Sugar unit, Rajpura Commencement of the crushing season 17.11.08 30.11.07 Closing of crushing season 20.02.09 18.03.08 Cane crushed (lac-quintals) 40.76 55.82 Recovery (%) 8.51 9.74 Sugar produced (lac-quintals) 3.47 5.44 Summary Cane crushed (lac-quintal) 254.65 361.65 Recovery (%) 9.26 9.98 Sugar produced (lac-quintals) 23.59 36.09 Dhampur Power generated (M.W.) 1,58,332 1,39,558 Sale to UPPCL (M.W.) 1,01,685 93,780 Asmoli Power generated (M.W.) 66,515 74,408 Sale to UPPCL (M.W.) 44,098 57,755 Mansurpur Power generated (M.W.) 42,375 44,339 Sale to UPPCL (M.W.) 19,797 26,185 Rajpura Power generated (M.W.) 13,796 17,932 Summary (Co-generation) at a glance

Power generated (M.W.) 2,81,018 2,76,237 Sale to UPPCL (M.W.) 1,65,580 177,720

Chemical unit

Our chemical business remained under pressure and witnessed subdued growth on the back of the increase in price of raw material without corresponding increase in finished goods prices.

Subsidiary and promoted company

The audited accounts of the subsidiary “Dhampur Sugar Distillery Pvt. Ltd.” for the year ended 30th September, 2009 is annexed.

There was no business activity in the subsidiary “Dhampur International Pte. Ltd.”, which was incorporated in Singapore during the year on 9th July, 2009 .

Public deposits

Public deposits as on 30th September, 2009 stood at Rs. 9.61 crore as against Rs. 8.07 crore in the previous year. There were unclaimed deposits amounting to Rs. 1.02 crore pertaining to 120 depositors as on that date. Out of this, depositors with deposits aggregating to Rs. 0.53 crore subsequently claimed/renewed their deposits. However, the balance amount of Rs. 0.49 crore still remained unclaimed.

Directors

Mr. Gaurav Goel, Mr. Gautam Goel, Mr. M. P. Mehrotra, Mr. B. B. Tandon and Mr. Harish Saluja, Directors of the Company are liable to retire by rotation and being eligible, offer themselves for reappointment.

Directors responsibility statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm

i) That the applicable accounting standards were followed in the preparation of the annual accounts

ii) That the Directors selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the Company’s state of affairs at the end of the financial year and of the profit or loss of the Company for that period

iii) That the Directors took proper and sufficient care to maintain adequate accounting records in accordance with the provisions of this Act for safeguarding the Company’s assets and for preventing and detecting fraud and other irregularities

iv) That the Directors prepared the annual accounts on a `going concern basis.

Auditors and Auditors’ Report

M/s S. Vaish & Co., Chartered Accountants, Kanpur, and M/s Mittal Gupta & Co., Chartered Accountants, Kanpur, the joint auditors of the Company will retire at the ensuing Annual General Meeting and being eligible may be reappointed.

The observations of the Auditors in their report read with the accounts are self- explanatory and therefore do not require further explanation.

Corporate Governance

In compliance with Clause 49 of the Listing Agreement with the stock exchanges, a detailed Corporate Governance Report is annexed to this report, along with Management Discussion and Analysis Report, which forms an integral part of the Annual Report.

A certificate from Mr. Saket Sharma, FCS, confirming compliance with the provisions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Particulars of employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors’ Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Company Members and others entitled thereto. Members interested in obtaining such particulars may write to the Company Secretary at the Company’s Registered Office.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars as required by the Companies (Disclosure of particulars in the Board of Directors Report) Rules, 1988, with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure.

Industrial relations

The industrial relations remained cordial during the year.

Acknowledgements

Your Directors place on record their acknowledgement and sincere appreciation of the shareholders for their confidence in the management of the Company, the central government, the state government, banks and financial institutions for their continued support, the cane growers for their efforts in ensuring timely cane supply, the Company’s officers and staff for their relentless and dedicated efforts, resulting in the Company’s growth and look forward for a bright future.

By order of the Board of Directors,

Place: New Delhi V. K. Goel Date : 9th November, 2009 Chairman