Dhampur Bio Organics Ltd Directors Report

To,

The Members of

Dhampur Bio Organics Limited

Your Directors are pleased to present the 4^th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS

The Company?s financial performance for the year under review along with previous year?s figures are given hereunder:

Financial Highlights:

Rs ( in Crore)

Particulars	Consolidated		Standalone
	For the year ended March 31, 2024	For the year ended March 31, 2023	For the year ended March 31, 2024	For the year ended March 31, 2023
Revenue from operations	2,394.42	2654.44	2361.16	2648.60
Profit before finance costs, tax, depreciation and amortization, exceptional items and other comprehensive income	160.30	216.14	161.60	212.91
Less: Finance costs	45.33	40.84	45.27	40.74
Less: Depreciation and Amortization expense	49.48	40.53	49.46	40.32
Profit before Tax after exceptional items	65.49	134.77	66.87	135.78
Provision for Tax	19.00	23.67	18.05	23.76
Net Profit for the year	46.49	111.10	48.82	112.02
Other comprehensive income (net of tax)	(0.93)	(1.13)	(0.91)	(1.83)
Total comprehensive income for the year	45.56	109.97	47.91	110.19

OPERATIONAL PERFORMANCE

The key operational data of the Company is as under:

Sugar operations at a glance

Particulars	For the Year ended March 31, 2024	For the Year ended March 31, 2023
Cane crushed (in lakh ton)	41.44*	43.22*
Net Recovery (%)	10.32	9.42
Sugar Produced from Cane (in lakh ton)	4.23	3.51

*Includes 0.31 lakh tons (5.99 lakh tons in FY 2022-23) of cane diverted towards syrup derived ethanol in FY 2023-24.

Renewable Energy operations at a glance

Particulars	For the Year ended March 31, 2024	For the Year ended March 31, 2023
Power generated (in Cr. units)	30.25	34.53
Power sold to UPPCL (in Cr. units)	9.68	14.67

Bio Fuels and Spirits operations at a glance

Particulars	For the Year ended March 31, 2024	For the Year ended March 31, 2023
Ethanol produced (in lakh bulk litres)	931.4	980.59

Country liquor

Particulars	For the Year ended March 31, 2024	For the Year ended March 31, 2023
Sales (No. of cases)	25,04,325	11,62,009

COMPANY?S PERFORMANCE DURING FY 2023-24

Company?s Performance during financial year 2023-24 has been explained in Management Discussion and Analysis Report which forms an integral part of this Annual Report.

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 in 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.

CONSOLIDATED FINANCIAL STATEMENTS AND SUBSIDIARY/ ASSOCIATE & JOINT VENTURE COMPANIES

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules 2014, a report on the performance and financial position of the Subsidiary Company i.e. Dhampur International Pte. Ltd., as per Companies Act, 2013 is given in the Form AOC 1 as Annexure 1 which forms an integral part of this Report.

Dhampur International Pte Ltd. (DIPL) has total revenue of H62.93 Crore for the year ended March 31, 2024 as compared to last year?s revenue of H266.91 Crore.

Audited Financial Statements of the subsidiary Company for FY 2023-24 have been placed on the website of the Company at https:// www.dhampur.com/subsidiary and are available for inspection at the Company?s registered office.

CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, there was no change in the nature of business of the Company.

DIVIDEND

The Directors are pleased to recommend a final dividend of H2.50 (25%) per equity share of H10 each for financial year 2023-24, which if approved at the forthcoming Annual General Meeting, will be paid to all those Equity Shareholders of the Company whose names appear in the Register of Members and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") as on record date fixed for this purpose. The Dividend Distribution Policy as approved by the Board is uploaded on the Company?s website under the head ‘Policies? at https://www.dhampur.com/investor/other-disclosures.

RESERVES

The Company has earned Net Profit after tax of H48.82 Crores for the year ended March 31, 2024 which has been accumulated in Retained Earnings. During the year under review, the Company has transferred H0.28 Crores to Molasses Reserve Fund.

SHARE CAPITAL

The share capital of the Company, as on March 31, 2024, is as under

Authorised Share Capital	Amount (in Rs)
91600000 Equity Shares of H10 each	91,60,00,000
Total	91,60,00,000
Issued, Subscribed and Paid-up Share capital	Amount (in Rs)
66387590 Equity shares of H10 each	66,38,75,900
Total	66,38,75,900

During the financial year under review, the Company has neither issued shares with differential voting rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any scheme. Also, the Company has not issued any convertible instrument during the year.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year, there was no change in the composition of the Board of Director of the Company.

Presently, the Company?s Board comprises of 9 (nine) Directors. Besides Chairman and Managing Director who are Executive Promoter Directors, the Board has 1 (one) Whole Time Director,

1 (one) Non-Executive Promoter Director and 5 (five) Non- Executive Independent Directors including 1 (one) Non-Executive Independent Woman Director.

Directors Retiring by Rotation

In order to comply with the provisions of Companies Act, 2013 and Articles of the Company, Mrs. Bindu Vashist Goel, Director (DIN: 09591778) will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Brief profile of the Director seeking re-appointment have been given as an annexure to the Notice of the ensuing AGM.

Re-appointment of Whole Time Director

It has been proposed to re-appoint Mr. Sandeep Kumar, Whole Time Director (DIN: 06906510) for further period of 1 year w.e.f. April 05, 2024 subject to approval of Shareholders in the ensuing Annual General Meeting of the Company.

Brief profile of the Director seeking re-appointment have been given as an annexure to the Notice of the ensuing AGM.

Declaration by Independent Directors

The Independent Directors of your Company have confirmed that they meet the criteria of Independence as prescribed under Section 149 of the Companies Act, 2013 and Regulation 16 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred to as "Listing Regulations") and they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence.

POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION

The Company has formulated Nomination and Remuneration Policy in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations. Details of the said policy have been disclosed in the Corporate Governance Report attached to this Report. The said policy is also available on the website of the Company under the head Policies at https://www.dhampur.com/investor/ other-disclosures.

ANNUAL PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEESS AND DIRECTORS

Details pertaining to the way evaluation of the Board, its committees and individual Directors has been carried out, form part of Corporate Governance Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of familiarisation program are provided in the Corporate Governance Report and is also available on the website of the Company under the head ‘Policies? at https:// www.dhampur.com/investor/other-disclosures.

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, if any; b) the Directors had 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 and Loss (including other comprehensive income) of the Company for that period; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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 had 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, had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DEPOSITS

During the financial year under review, the Company did not invite or accept any deposits from the public falling under the ambit of Section 73 and 76 of the Companies Act, 2013 and rules framed thereunder.

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 relevant notes to Financial Statements forming part of this annual report.

MATERIAL CHANGES DURING THE YEAR

There have been no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report.

RELATED PARTY TRANSACTIONS

There are no materially 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 Policy on Related Party Transactions as approved by the Board of Directors is uploaded on the Company?s website under the head ‘Policies? at https://www.dhampur.com/investor/other-disclosures. Disclosure of Related Party Transactions is set out in Note No. 46 of the Standalone Financial Statements.

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

Details of Credit Ratings assigned to the Company are given in the Corporate Governance report.

AUDITORS

Statutory Auditors and their Audit Report

M/s. Mittal Gupta & Co., Chartered Accountants, (ICAI Firm Registration number 001874C) was appointed as Statutory Auditors of the Company at the 1^st Annual General Meeting and shall continue to be Statutory Auditors of the Company till the conclusion of 6^th Annual General Meeting to be held for the FY 2025-26.

The report given by the Auditors on the Standalone and Consolidated Annual Financial Statements of the Company for the year ended March 31, 2024 forms part of this Annual Report. The Auditor?s comments on the Company?s account are self-explanatory in nature and do not require any explanation. Further, 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 Accounts and 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 has on the recommendation of Audit Committee appointed Mr. S.R. Kapur, Cost Accountant as Cost Auditors to audit the Cost Accounts of the Company for the year ended March 31, 2025. As required under the Companies Act, 2013 the remuneration payable to Cost Auditors is required to be placed before the members in ensuing Annual General Meeting for their rati_cation. Accordingly, a resolution seeking member?s rati_cation for the remuneration payable to Mr. S.R. Kapur, Cost Auditors of the Company is included in the Notice convening Annual General Meeting of the Company.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the 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 for the year ended March 31, 2025. The Secretarial Audit Report for the FY 2023-24 is annexed as Annexure

– 2 and forms an integral part of this report. Further, there is no secretarial audit qualification for the financial year under review. Annual Secretarial Compliance Report as required under Regulation 24A of Listing Regulations as amended is also annexed as Annexure – 2A and forms part of this report.

INTERNAL FINANCIAL CONTROL

The Company has adequate Internal Control system with reference to the financial statements and commensurate with the size and scale of its operations. The Internal Auditors evaluate the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, prevention and detection of frauds and errors. Based on the report of internal audit, corrective actions are undertaken by the Company, which are reviewed periodically.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, is provided in a separate section and forms an integral part of this Annual Report.

CORPORATE GOVERNANCE

In accordance with Listing Regulations a separate report on Corporate Governance is given along with the Secretarial Auditors? Certificate on its compliance in the Annual Report. The Certificate does not contain any qualification, reservation or adverse remark.

BUSINESSRESPONSIBILITYANDSUSTAINABILITYREPORT

As per Regulation 34 of Listing Regulations, Business Responsibility and Sustainability Report for FY 2023-24 is annexed as Annexure 3 to 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.

NUMBER OF BOARD MEETINGS HELD DURING THE YEAR

The Board of Directors met 5 (five) times during the financial year 2023-24 on April 25, 2023; July 25, 2023; October 9, 2023, January 18, 2024 and February 5, 2024 respectively. Time gap between any of the two consecutive meetings does not exceed 120 days.

COMMITTEES OF THE BOARD

The Board of Directors have following Committees:

Mandatory Committees

Audit Committee.

Nomination and Remuneration Committee.

Stakeholders? Relationship Committee.

Corporate Social Responsibility Committee.

Risk Management Committee

Non-Mandatory Committees

Management Committee

Details of the Committees are provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During financial year 2023-24, the Company has spent H1.88 crore towards CSR expenditure. The initiatives undertaken by the Company were focused on education, healthcare, skill development and women empowerment. The Corporate Social Responsibility Policy as approved by the Board is uploaded on the Company?s website under the head ‘Policies? at https://www.dhampur.com/ investor/other-disclosures.

The Company?s CSR Policy statement and annual report on CSR activities undertaken by the Company during the financial year as per provisions of Section 135 of the Companies Act, 2013 read with the Companies (The Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules") is set out in Annexure – 4 to this Report.

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, during the financial year under review, the Company transferred the amount of final dividend declared for financial year 2022-23 amounting to H7,62,282.50 to the Investor Education and Protection Fund pertaining to shares lying in IEPF Account.

RISK MANAGEMENT

Risk is an integral part of business and therefore, the Company has formed a Risk Management Policy laying the framework to identify and mitigate the risks, whether internal or external, which could materially impact operations of the Company. The Risk Management Committee constituted by the Board of Directors of the Company monitors and assess risks management process. There are no risks which, in the opinion of the Board, threaten the very existence of your Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

This policy provides a secure avenue to directors, employees, business associates and other stakeholders of the Company for raising their concerns against the unethical practices.

Further, the Policy also provides adequate safeguards to the whistle blower by keeping his identity confidential and prevent victimization of persons who may use such mechanism.

The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Company?s website under the head ‘Policies? at https://www.dhampur.com/investor/other-disclosures.

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. 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.

No. of complaints filed during the financial year	NIL
No. of complaints received	NIL
No. of complaints disposed	NIL

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.

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 Annual Return of the Company in Form MGT-7 has been placed on the Company?s website under the head ‘Shareholders Meeting? at https://www.dhampur.com/investor/ financials

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.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.

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 programmes to update skills of managers. Industrial relations remained cordial and harmonious during the year.

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 – 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 Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure – 6A and forms an integral part of this Report. The said 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 and the same will be furnished on request.

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.

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and place on record their sincere appreciation to the shareholders for their confidence in the management of the Company and gratitude to the Government of India, State Governments and Company?s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support of investors, vendors, dealers, business associates, the cane growers for their efforts in ensuring timely cane supply. Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development.

For and on behalf of the Board of Directors

	Vijay Kumar Goel
Place : New Delhi	Chairman
Date : April 24, 2024	DIN : 00075317