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)