Dalmia Bharat Sugar & Industries Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 74^th report on the operations and business performance of Dalmia Bharat Sugar and Industries Limited ("DBSIL"/ "Company") along with the audited Financial Statements for the financial year 2025-26.

Financial Highlights

Particulars	Consolidated FY (2025-26)	Standalone FY (2025-26)	*Standalone FY (2024-25)
Total Income	3712	3712	3,786
EBITDA	519	520	539
Less:- Interest & Financial Charges	63	63	63
PBDT	456	458	476
Less:- Depreciation	136	136	131
PBT	320	322	345
Less:- Tax
Current Tax	86	86	6.05
Deferred Tax	-4	-4	(26.31)
Tax from earlier years	2	2
Profits after tax	236	238	365
Add:- Surplus brought forward	2581	2581	2,262
Balance available for appropriation	2818	2819	2,628
Appropriations
Dividend	-49	-49	-47
Balance carried Forward	2769	2770	2581

*In FY 2024-25, the Consolidated Financial Statements were not prepared in view of merger of Baghauli Sugar and Distillery Limited.

Operational and Business Performance

The Company has achieved strong results driven by its operational e_iciency amidst cane pricing and cane availability pressures.

Key factors are: a. The Company successfully commercialized its operations of Grain Distillery in Gangapur (Baghauli) in December 2025. b. Sugarcane SAP (State Advisory Price) in Uttar Pradesh has increased by 30/Qtl and Fair and Remuneration Price (FRP) in Maharashtra has increased by 15/Qtl. This is partially recovered through NSR improvement of 4.5% to 39.7 from 38.0 in FY25 and e_icient operational cost management. c. Better recovery in Distillery segment and optimization of purchase cost of Grain supported by favourable demand- supply situation.

The working results for key businesses are attached and marked as Annexure - 1 and forms part of this report.

New Projects

During the financial year under review, the Board of Directors of the Company has approved the following new capital projects:

a. The installation of 13 TPD Compressed Bio Gas (CBG) project at the Kolhapur plant with expected commissioning by November 2026. b. The installation of steam-saving equipment at the Jawaharpur plant. This initiative is expected to reduce steam consumption by approximately 10%, resulting in significant bagasse savings. The commissioning of which is expected by November 2026.

The "Metal-to-Mind" Transition

This transition is operationalized through three critical levers of cognitive scale:

a. AI-Driven Forecasting and Predictive Analytics: We are moving beyond simple data collection to deploying AI models that automate complex operational decisions. By integrating IoT sensors with real-time performance tracking, we are maximizing asset turnover and suppressing the margins of error that traditionally characterized manual intervention.

b. Process Rewiring and SOP Digitization: A central pillar of this "Mind" transition is the systematic review of every Standard Operating Procedure (SOP) to identify digital integration opportunities. In FY2026, we progressed from the 50% "halfway mark" of our PwC-developed roadmap to the 75%–100% execution phase, effectively eliminating manual logbooks and codifying institutional knowledge into an automated, traceable framework.

c. The Productivity-Growth Decoupling: By engineering out repetitive, periodically scheduled tasks through closed-loop automation, we are decoupling industrial growth from labor intensity. Through this cognitive shift, we are transforming our people from administrative processors into "Value Architects" who use engineered intelligence to master sector constraints and deliver superior shareholder value.

Management Discussion and Analysis Report

Management Discussion and Analysis of financial performance and results of operations of the Company for the year under review, as stipulated in Regulation 34(2) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), giving detailed analysis of the overall industry structure, economic developments, performance and state of affairs of the Companys business and material developments during the financial year 2025-2026 is provided in a separate section and forms part of the Annual Report.

Material Changes and Commitments

The Company continued to be engaged in the same business during the financial year 2025-26. There have been no material changes and commitments affecting the financial position of the Company, that occurred between the end of the financial year on March 31, 2026 and the date of this Report.

Dividend

The Board of Directors has, at its meeting held on May 05, 2026, recommended a final dividend of 1.50 (75%) per equity share of the face value of 2/- for the FY 2025-26, having considered various financial and non-financial factors prevailed during the year, in terms of the Dividend Distribution Policy of the Company. The dividend shall be paid upon approval by the members at the Annual General Meeting to all the shareholders / beneficial owners whose names appear in the Register of Members / Beneficial Owners as on the Record Date, i.e., July 03, 2026. The dividend shall be paid to the shareholders after deduction of applicable tax at source.

During the year under review, the Board of Directors of the Company had, at its meeting held on February 05, 2026, declared an Interim dividend of 4.50 (225%) per equity share of the face value of 2/- for the FY 2025-26. The interim dividend was paid to the shareholders on February 23, 2026. The details of dividend paid by the Company over last 5 years are as under:

The Dividend Distribution Policy was reviewed and revised by the Board of Directors at its meeting held on February 05, 2026 to increase the limit of Dividend to be recommended and declared by the Board from 10% - 20% of the Net Profits after tax to 10% - 35% of the Net Profits after tax. The revised Dividend Distribution Policy of the Company is available at the website of the Company at https://www.dalmiasugar. com/wp-content/uploads/2026/02/Dividend-Distribution-Policy.pdf.

Transfer to Reserves

The details of Reserves and Surplus during the financial year under review are provided in Note No. 12 with respect to ‘Other Equity in the Standalone and Consolidated Financial Statements of the Company for FY 2025-26.

Subsidiaries, Associates and Joint Venture Companies a. Acquisition of Eagle Agrotech Holdings Limited

During the year under review, the Company has entered into a Share Subscription cum Shareholders Agreement with Eagle Agrotech Holdings Limited (EAHL), a Company incorporated in Abu Dhabi, United Arab Emirates and H.E. Mr. Mohamed Ali Rashed Alabbar, on September 26, 2025. EAHL is a holding company of Eagle Agrotech Tanzania Limited (EATL). EATL is a Tanzania based company and is in the process of establishing sugarcane plantation and sugar factory in Tanzania. Pursuant to the said agreement, EAHL and EATL have become subsidiary(ies) of the Company with effect from December 18, 2025 upon allotment of 51% ordinary shares by EAHL to the Company. The Company has also been allotted Nine Hundred Ninety-Eight Thousand, Nine Hundred Fifty-Nine (998,959) Series A 10% Redeemable Preference Shares by EAHL constituting 50% thereof.

b. Amalgamation of Baghauli Sugar and__Distillery Limited

Baghauli Sugar and Distillery Limited has been amalgamated with the Company with effect from the Appointed Date, i.e., April 01, 2024 pursuant to the National Company Law Tribunal, Chennai Bench, Order dated April 25, 2025 approving the Scheme of Amalgamation.

c. Demerger of Dalmia Magnesite Corporation and Govan Travels Units of the Company

The Scheme of Arrangement between the Company and Dalmia Bharat Refractories Limited (‘DBRL) and respective shareholders, with respect to demerger of Dalmia Magnesite Corporation ("DMC") and Govan Travels ("GT"), the units of the Company, into DBRL, as was approved by the Board of Directors of the Company at its meeting held on February 02, 2024 and by the Shareholders and creditors at their respective meetings held on February 08, 2025, has been approved by the National Company Law Tribunal, Chennai Bench, vide its order dated September 12, 2025. The NCLT Order has been filed with the Registrar of Companies on October 09, 2025 making the Scheme effective with effect from the Appointed Date, i.e., July 01, 2023. In consideration of demerger of DMC and GT units into DBRL, DBRL has on November 14, 2025 issued and allotted 1 fully paid-up equity share of face value of 10 for every 48.18 fully paid-up equity shares of face value 2 each held by the equity shareholders of the Company, in terms of the Scheme.

d. Policy on Material Subsidiaries

In terms of the SEBI Listing Regulations, as amended from time to time, the Companys Policy on Material Subsidiaries may be accessed at https://www. dalmiasugar.com/wp-content/uploads/2026/02/ Policy-on-Material-Subsidiaries.pdf. The Policy on Material Subsidiaries was reviewed and revised by the Board of Directors at its meeting held on February 05, 2026, to align with the statutory changes.

e. Associates or Joint Venture companies

The Company has no Associates or Joint Venture companies.

Financial Statements

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Indian Accounting Standards (Ind AS) and Regulation 34 of the SEBI Listing Regulations, the Consolidated Financial Statements of the Company and its subsidiary(ies) for the financial year 2025-26 have been prepared and form part of the Annual Report. The Financial Statements of the Company prepared on standalone and consolidated basis including all other documents required to be attached thereto are placed on the Companys website at www.dalmiasugar.com. Any member desirous of obtaining a copy of these documents may write to the Company Secretary in terms of Section 136 of the Companies Act, 2013.

Financial Statements of the Subsidiaries/Associates

In terms of the requirements of Section 129(3) of the Companies Act, 2013, as amended from time to time ("Act"), a statement containing the salient features of the Financial Statements of the Companys subsidiary(ies) for the financial year ended on March 31, 2026 in Form AOC 1 is attached and marked as Annexure - 2 and forms part of this report.

In terms of the provisions of Section 136 of the Act and Regulation 46 of the Listing Regulations, the Financial Statements of the subsidiary company(ies) are placed on the Companys website at www.dalmiasugar.com.

Directors and Key Managerial Personnel a. Retirement by rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Gautam Dalmia, Managing Director (DIN: 00009758) and Shri Pankaj Rastogi

(DIN:10452835), are liable to retire by rotation at the forthcoming Annual General Meeting of the Company and they have offered themselves for reappointment. The Board of Directors recommends their reappointment.

b. Re-appointment of Managing Director

Further, Shri Gautam Dalmia was appointed as the Managing Director by the shareholders at the Annual General Meeting held on September 21, 2021 for a term of five years from January 16, 2022 to January 15, 2027. His re-appointment as Managing Director for a further term of five years from January 16, 2027 to January 15, 2032 is recommended by the Board of Directors.

c. Re-appointment of Independent Director

During the year under review, Shri Rajeev Bakshi (DIN: 00044621) has been reappointed by the shareholders at the Annual General Meeting held on July 07, 2025 as an Independent Director of the Company for the second term from February 05, 2026 to February 04, 2031. In the opinion of the Board, Shri Bakshi is a person of integrity. Shri Bakshi, having leadership experience of over 46 years across food and FMCG businesses, possesses relevant expertise and brings objective judgment to the Boardroom.

d. Criteria of Independence

All the Independent Directors of the Company, namely Shri Rajeev Bakshi (DIN: 00044621), Smt. Amita Misra (DIN: 07942122) and Shri Neeraj Chandra (DIN:00444694) have given declaration(s) that they meet the criteria of independence in term of Section 149(6) of the Companies Act, 2013.

e. Change of Chief Financial O_icer

In terms of Section 203 of the Companies Act 2013, Shri Piyush Gupta has resigned and Mr. Sandeep Garg has been appointed as the Chief Financial O_icer of the Company with effect from March 05, 2026.

f. Key Managerial Personnel

Shri Gautam Dalmia, Managing Director, Shri Pankaj Rastogi, Whole Time Director and Chief Executive O_icer, Shri Sandeep Garg, Chief Financial O_icer and Ms. Rachna Goria, Company Secretary and compliance officer hold the positions as Key Managerial Personnel of the Company as on March 31, 2026.

Board meetings

During the year under review, the Board of Directors of the Company met seven times, i.e., on May 13 2025, August 05, 2025, September 18, 2025, November 04, 2025, February 05, 2026, March 05, 2025 and March 23, 2026. The Board meetings were conducted in due compliance with; and following the procedures prescribed in the Companies Act, 2013, SEBI Listing Regulations and applicable Secretarial Standards. Detailed information on the meetings of the

Board is included in the report on Corporate Governance which forms part of the Annual Report.

Committees of the Board

During the year under review, the Board of Directors was supported by six Board level Committees viz, Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee and Finance Committee.

The details with respect to the composition and number of meetings held during the financial year 2025-26 and attendance of the members, terms of reference and other related matters of the Committees are given in detail in the Corporate Governance Report, which forms a part of the Annual Report. The recommendations made by the Committee(s) during the year under review have been accepted by the Board of Directors.

Annual Evaluation of Boards Performance and Performance of its Committees and of Directors

During the year under review, the annual evaluation of performance of the Board, Committees and individual Directors was carried out by the Independent Directors and the Board of Directors in compliance with the Companies Act, 2013 and SEBI Listing Regulations.

The Boards functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed inter-alia on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Directors were evaluated on various aspects such as attendance and contribution at Board/Committee meetings and guidance/support to the management outside Board/ Committee meetings.

The performance of Non-Independent Directors, Board as a whole and the Chairman was evaluated in a separate meeting of Independent Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Based on the feedback of the Directors given by way of rating and analysis thereof and on due deliberations of the views and counter views, the evaluation was carried out in terms of the Nomination and Remuneration Policy and evaluation/assessment criterion for carrying out evaluation, circulated separately.

The evaluation confirmed that the Board and its Committees continued to operate effectively and the Directors had met the high standards professing and ensuring best practices in relation to corporate governance of the Companys affairs.

Directors Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors, state that:

a. in preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures from the same; b. the directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period; c. the directors have taken proper and su_icient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; 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 system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company lays down the constitution and role of the Nomination and Remuneration Committee. The policy has been framed with the following objectives:

a. To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors of the Company;

b. To ensure that appointment of directors, key managerial personnel and senior managerial personnel and their removals are in compliance with the applicable provisions of the Act and Listing Regulations;

c. To set out criteria for the evaluation of performance and remuneration of directors, key managerial personnel and senior managerial personnel;

d. To recommend policy relating to the remuneration of Directors, KMPs and Senior Management Personnel to the Board of Directors to ensure:

(i) The level and composition of remuneration is reasonable and su_icient to attract, retain and motivate directors to effectively and qualitatively discharge their responsibilities;

(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

(iii) to adopt best practices to attract and retain talent by the Company; and e. To ensure diversity of the Board of the Company.

The policy specifies the manner of effective evaluation of performance of Board, its Committees and individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. The Nomination and Remuneration policy of the Company can be accessed at https:// www.dalmiasugar.com/wp-content/uploads/2024/01/ Nomination-and-Remuneration-Policy.pdf

Particulars of remuneration of Directors, Key Managerial Personnel and Employees

The details relating to the ratio of the remuneration of each Director to the median employees remuneration and other prescribed details in terms of 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 attached and marked as Annexure – 3 and forms part of this report.

A statement showing the names of the top ten employees in terms of remuneration drawn and other employees drawing remuneration in excess of the limits set out in Rules 5(2) and other particulars in terms of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and marked as Annexure - 3A and forms part of this report.

Share Capital

During the financial year under review, the Company did not issue any equity shares. As on March 31, 2026, the Authorized share capital of the Company was 540,50,00,000/- divided into 2,61,72,26,820 Ordinary Shares of 2/- each and 8,52,73,180 Unclassified Shares of 2/- each.

The Issued, Subscribed and Paid-up equity share capital of the Company as on March 31, 2026, was 16,18,78,606/- divided into 8,09,39,303 Ordinary Shares of 2/- each.

Investor Education and Protection Fund

During the year under review, the Company has transferred 17,51,236.50 Final Dividend 2024-25 and 52,01,151/- Interim Dividend 2025-26 to Investor Education and Protection Fund ("IEPF"), established by the Central Government under Section 125 of the Act, on the shares already transferred to IEPF. The details of Unclaimed & Unpaid dividends transferred to IEPF are available on the website of the Company https://www.dalmiasugar.com/ investors/.

Pursuant to the provisions of Section 124 of the Act, the Company was not required to transfer any shares to IEPF during the financial year under review as no dividend was paid for 2017-18 and accordingly no dividend had remained unclaimed for a period of seven years from the date of transfer to unpaid dividend account.

Annual Return

In terms of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been placed at www.dalmiasugar.com.

Corporate Governance Report

Your Directors rea_irm their commitment to good corporate governance practices. During the financial year under review, your Company was compliant with the provisions relating to corporate governance. The compliance report is provided in the Corporate Governance section of this Report.

The Directors are committed to achieve the highest standards of ethics, transparency, corporate governance and continue to comply with the Code of Conduct for Directors and Senior Management Personnel.

The strong corporate governance and zeal to grow has helped the Company to deliver the best value to the stakeholders. The Directors have always been positively cautious about the near term and optimistic about the medium and long term in view of the improved macro indicators for the economy, significant growth in public spending and focused execution plans.

The Corporate Governance Report of the Company for the financial year 2025-26 in terms of Regulation 34(3) of the Listing Regulations, along with the Secretarial Auditors Certificate thereon is attached hereto and forms part of the Annual Report for FY 2025-26.

Business Responsibility and Sustainability Report

Your Directors have provided Business Responsibility and Sustainability Report for the FY 2025-26, which is mandatory for top 1000 companies by market capitalization with effect from FY 2022-23 in terms of Regulation 34(2) of the Listing Regulations. Your Company is at 988 number as per average market capitalisation from July 01, 2025 to December 31, 2025. The Business Responsibility and Sustainability Report on the following nine principles forms an integral part of the Annual Report:

P1 Businesses should conduct and govern themselves with integrity in a manner that is ethical, transparent and accountable

P2 Businesses should provide goods and services in a manner that is sustainable and safe

P3 Businesses should respect and promote the well-being of all employees, including those in their value chains

P4 Businesses should respect the interests of and be responsive towards all its stakeholders

P5 Businesses should respect and promote human rights

P6 Businesses should respect, protect and make efforts to restore the environment

P7 Businesses when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent

P8 Businesses should promote inclusive growth and equitable development

P9 Businesses should engage with and provide value to their consumers in a responsible manner

Corporate Social Responsibility (CSR)

The Company has been following the concept of giving back and sharing with under privileged sections. Our plan of action has always been aligned with the 17 Sustainable Development Goals (SDGs) set by the United Nations, and we actively contribute to 13 of these goals through our programs.

The targeted efforts in Sustainable Livelihoods, Climate Action, and Social Infrastructure are harmoniously synchronized with domestic and global benchmarks. Our prime focus is on creating employment, generating farm and off-farm livelihoods, conserving water and soil natural resources, and strengthening social infrastructure in health, education, and community infrastructure.

Through our strategic partnerships, we successfully execute last-mile delivery of various Government schemes. We also engage in multi-stakeholder collaborations wherein multiple partners bring in their expertise to ensure project success. In partnership with organizations like NABARD, Schneider Electric, BAIF, Jaipur Rugs, Women on Wings, and BOSCH, we ensure last-mile delivery of various initiatives, empowering youth, farmers, and communities to build a regenerative society.

The Corporate Social Responsibility Policy of the Company can be accessed at https://www.dalmiasugar.com/wp-content/uploads/2023/02/DBSIL-CSR-Policy-03.02.23.pdf.

Pursuant to the said Policy, the Company has spent 6,64,41,500/- (Rupees Six Crore Sixty Four Lakh Forty One Thousand Five Hundred) towards Corporate Social Responsibility activities during the financial year 2025-26 and no amount has been transferred to the Unspent Corporate Social Responsibility Account. The Annual Report on Corporate Social Responsibility Activities is attached and marked as Annexure – 4 and forms part of this report.

Related Party Transaction Policy and Transactions

All related party transactions entered during the year under review are on an arms length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The Company has appointed Dhruva Advisors, an independent agency, to review the related party transactions from arms length pricing perspective which reviews the same and provides quarterly report to the Audit Committee.

All related party transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature except when the need for them could not be foreseen in advance. The Company provides the information to the Audit Committee for approval of related party transactions, in accordance with Industry Standards on Minimum Information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions, as prescribed by SEBI Circular June 26, 2025.

The details of material contracts or arrangement or transactions at arms length basis entered into with the related parties are provided in Form AOC-2 which is attached and marked as Annexure – 5 and forms part of this report.

The Company has formulated a policy on materiality and on dealing with Related Party Transactions. The Policy on Related Party Transactions was reviewed and revised by the Board of Directors at its meeting held on February 05, 2026 to align the same with Industry Standards on Minimum Information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions. The policy can be accessed at https://www.dalmiasugar.com/ wp-content/uploads/2026/02/Related-Party-Transaction-Policy.pdf

Risk Management

Your Company has meticulously designed a robust Risk Management Framework to proactively identify, assess, and mitigate risks. This framework serves as a strategic shield, enabling the Company to navigate uncertainties effectively. Key features include: f Risk Identification: Rigorous processes allow us to identify potential risks across various dimensions. f Risk Assessment: Risks are evaluated based on their materiality, impact and likelihood, ensuring a comprehensive understanding.

f Risk Mitigation: Adequate measures are implemented to minimize adverse effects. f Monitoring and Reporting: Regular monitoring ensures timely intervention, and transparent reporting keeps stakeholders informed.

The Risk Management Committee plays a pivotal role in overseeing risk-related activities. The Risk Management Committee periodically reviews the risks and the mitigation plan. Key responsibilities of Risk Management Committee include: f Policy Formulation: The Committee ensures the existence of a robust Risk Management Policy that guides risk mitigation efforts. f Holistic Approach: It addresses a wide spectrum of risks, including strategic, financial, security (including cyber security), regulatory, legal, and reputational risks. f Monitoring and Review: The Committee continuously monitors and reviews our risk management plan and processes. The framework and the system are reviewed from time to time to enhance their usefulness and effectiveness.

The Audit Committee oversees the risk management plan and ensures its effectiveness. There are no elements of risk which in the opinion of the Board may threaten the existence of the Company.

Whistle Blower Policy and Vigil Mechanism

In Compliance with the provisions of section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, insider trading, illegal or unethical practices, unethical behaviour, actual or suspected fraud, health, safety and environmental issues. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person for a genuinely raised concern.

The Whistle Blower Policy and Vigil Mechanism was reviewed and revised by the Board of Directors at its meeting held on May 13, 2025 and same can be accessed at https:// www.dalmiasugar.com/wp-content/uploads/2025/06/1.-Whistleblower-Policy-and-Vigil-Mechanism.pdf

Adequacy of Internal Financial Controls

The Company has in place adequate internal financial control systems to commensurate with the size of operations. The policies and procedures adopted by the Company ensures the orderly and e_icient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, adequacy and completeness of the accounting records and timely preparation of reliable financial information. The entire system is complemented by internal audit conducted by external firm of Chartered Accountants as per the scope approved by the Audit Committee.

The internal auditors of the Company conduct regular internal audits as per approved annual audit plans; the Audit Committee reviews periodically the adequacy and effectiveness of internal control systems and takes steps for corrective measures whenever required. There are established Cause-E_ect-Action (CEA) systems and escalation matrices to ensure that all critical aspects are addressed well in time.

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

Your Company is committed to ensuring that all are treated with dignity and respect. The Human Resource and the Legal & Secretarial department in collaboration with other functions, ensure protection against sexual harassment of women at workplace and for the prevention and redressal of complaint in this regard.

In line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, an Anti-Sexual Harassment Policy has been put in place and Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. No complaint has been received by ICC during the financial year 2025-26.

Loans, Guarantees, Security and Investments

Your Company has given loans and guarantees, provided security and made investments within the limits with the necessary approvals and in terms and accordance with the provisions of Section 186 of the Companies Act, 2013. The particulars of such loans and guarantees given, securities provided and investments made are provided in the Financial Statements at note no. 44.

Energy Conservation, Technology Absorption and Foreign Exchange Transactions

A statement giving details of Energy Conservation, Technology Absorption and Foreign Exchange Transactions, is attached and marked as Annexure – 6 and forms part of this Report.

Statutory Auditor and their report

NSBP & Co, Chartered Accountants (Firm Registration No. 001075N), Statutory Auditors of the Company hold office till the conclusion of Seventy Fifth Annual General Meeting of the Company to be held in 2027.

There is no qualification, reservation or adverse remark in their report on Financial Statements. The notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any comments and explanation. The Auditors have not reported any matter related to fraud under Section 143 (12) of the Act during the year under review.

Cost Records and Auditor

The Company maintains the cost records with respect to its sugar and power business in terms of section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014. M/s R. J. Goel & Co., Cost Accountants, were appointed as the Cost Auditors of the Company to conduct Cost Audit for the financial year 2025-26. They had submitted the Cost Audit Report for the financial year 2024-25 on August 05, 2025.

Your Directors have re-appointed M/s R. J. Goel & Co., Cost Accountants, New Delhi, as the Cost Auditors to conduct the Cost Audit for the financial year 2026-27 at remuneration to be ratified by the shareholders at the forthcoming Annual General Meeting.

Secretarial Auditor and their Report

In terms of Regulation 24A of the SEBI Listing Regulations, Vikas Gera & Associates, a peer reviewed Secretarial Audit Firm, has been appointed as Secretarial Auditor of the Company by the shareholders at the Annual General Meeting held on July 07, 2025, to conduct Secretarial Audit for a term of five consecutive years with effect from the financial year 2025-26 till financial year 2029-30

As required under Section 204 of the Companies Act, 2013 and SEBI Listing Regulations, the Secretarial Audit Report in Form MR-3 of the Company for the financial year 2025-26 is attached and marked as Annexure – 7 and forms part of this report. There is no qualification, reservation or adverse remark in the Secretarial Audit Report.

Compliance with Secretarial Standards

The Company has complied with all the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India from time to time and approved by the Central Government.

Awards and Recognition

Your Company continued its quest for excellence in its chosen area of business to emerge as a true global brand. Several awards and rankings continue to endorse as a thought leader in the industry. The Awards / recognitions received during the financial year 2025-26 include:

Award Description	Awarded By
Corporate O_ice
1 Excellence in Compliance	Teamlease Regtech
Nigohi Unit
1 Utilization of Sugarcane and Sugar Industry Wastes for	In 83rd Centennial Annual Convention & International Sugar
Sustainable Sugarcane Production and Post-Harvest Quality Management.	Expo 2025, by The STAI
2 E_iciency Award	In 82nd Annual Convention and International Sugar Expo, July 2024, by the STAI
3 Excellence Award	34th session of ICUMSA - 2025 by STAI at Delhi
4 2nd Prize for Cane Stall at Mithas Mela by Ganna Vikas Mela	UP State Cane Research Centre, Shahjahanpur
Evam Krishak Vighyanik Vichar Sangoshti, UP.
5 Utkrishta Karya Yojana, Award.	Cane Commissioner O_ice, Uttar Pradesh
Kolhapur Unit
1 Best Cogeneration performance Award	Bhartiya Sugar
2 Excellance in Energy E_iciency Management Award	CII Hyderabad
3 National Energy Leader Award	CII Hyderabad
4 Best Cogeneration Award (Consistent Performance Award)	Cogen Association of India
5 Best Instrumentation Manager Award (Consistent	Cogen Association of India
Performance Award)
6 CSR Excellence- WISMA AWARD	West Indian Sugar Mills Association
7 Best Workplace Safety Excellence Award	SafeTech India Limited, Mumbai
Ninaidevi Unit
1 Best Technical E_iciency Award	Vasantdada Sugar Institute

Other Disclosures

1. The Company had not accepted any deposits as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

2. There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operations in future.

3. There was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

4. There was no one time settlement entered into with the Banks or Financial Institutions.

Acknowledgement & Appreciation

Your Directors express their sincere appreciation for the assistance and co-operation received from the Government authorities, financial institutions, banks, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

The Board wishes to place on record its appreciation of the significant contributions made by the employees of the Company. The Company has achieved impressive growth through competence, hard work, solidarity, co-operation and the support of employees at all levels. The enthusiasm and the unstinting efforts of the employees have enabled your Company to remain at the forefront of the industry.

Your Company maintained healthy, cordial and harmonious industrial relations at all levels.

		For and on behalf of the Board of Directors
	Sd/-	Sd/-
	Gautam Dalmia	Pankaj Rastogi
	Managing Director	Whole Time Director and CEO
	DIN: 00009758	DIN: 10452835
Date: May 05, 2026
Place: New Delhi