Dhampur Sugar Mills Ltd Directors Report

To

The Members

Dhampur Sugar Mills Limited

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 Companys financial performance is presented below: H( in Crores)

Particulars	Consolidated		Standalone
	For the year ended March 31, 2026	For the year ended March 31, 2025	For the year ended March 31, 2026	For the year ended March 31, 2025
Total Income from operations	2830.97	2674.15	2829.92	2673.96
Profit before finance costs, tax, depreciation and amortization, exceptional items and other comprehensive income	196.69	187.31	195.43	187.04
Less: Finance costs	48.76	50.28	48.76	50.28
Less: Depreciation and Amortization expense	62.10	61.92	62.10	61.92
Profit before Tax	85.83	75.11	84.57	74.84
Provision for Tax	20.50	22.69	20.50	22.69
Profit for the year	65.33	52.42	64.07	52.15
Other comprehensive income (net of tax)	0.07	0.13	(0.07)	0.13
Total comprehensive income for the year	65.26	52.55	64.00	52.28

Operational Performance

The key operational data of the Company is presented below:

Sugar operations at a glance (Lakh tonnes)

Particulars	For the year ended March 31, 2026	For the year ended March 31, 2025
Cane Crushed	27.96	28.49
Sugar Produced	2.88	2.62
Sugar Sale	2.98	2.77

Co-generation operations at a glance: (Lakh units)

Particulars	For the year ended March 31, 2026	For the year ended March 31, 2025
Power generated	3194.85	3014.47
Sale to UPPCL	1459.85	1274.38

Ethanol operations at a glance: (Lakh bulk liters)

Particulars	For the year ended March 31, 2026	For the year ended March 31, 2025
Ethanol Production	673.34	678.37
Ethanol Sale	569.83	694.18

Chemical operations at a glance: (Lakh Kg)

Particulars	For the year ended March 31, 2026	For the year ended March 31, 2025
Chemicals produced	248.96	320.40

Potable Spirits (Lakh cases)

Particulars	For the year ended March 31, 2026	For the year ended March 31, 2025
Potable Spirits Production	33.11	31.31
Potable Spirit Sale	33.16	31.16

Companys Performance during the Financial Year 2025-26

The Companys 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 there under, 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 ofH64.07 Crores for the year ended 31st 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 31st 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 Companys 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 Companys Subsidiary Companies is also enclosed as

Annexure -1 to this report. of the Company including the Theaudited 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 31st 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 30th July, 2025.

The term of Mr. Anuj Khanna, Non-Executive Independent Director of the Company will expire on 6th June 2026. It has been proposed to re-appoint him for another period of 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 confirmation from all the has also received

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 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 (including other comprehensive income) of the Company for the year. c) the Directors have taken proper and sufficient care 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 31st 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 Companys 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 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 31st March, 2026 that are not in compliance with the requirements of Chapter V of the Companies Act, 2013 and the rules made there under. The Company has complied with all applicable provisions relating to the repayment of deposits andtion, reservation, adverse 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 arms 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(3)(h) 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 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 Companys 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 31st March, 2026, form part of this Annual Report andthereisno 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 there under, the cost audit of the Companys 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 there under, the remuneration payable to the Cost Auditor for the financial year 2026-27 is being placed related party transactions entered into by the 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 there under, 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 of its business, safeguarding order lyandefficient 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 there under 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 1st April, 2025 and ending on 31st 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 14th November, 2025 to the Company are as follows:

Instrument Type	Rating assigned
Long Term Issuer Rating	IND AA-
Term Loans	IND AA-
Working Capital Limits	IND A1+
Fixed deposit	IND AA-
Commercial Paper	IND A1+

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 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 Companys 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 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 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 compliance 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 Indias Ethanol Blending Programmer.

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, qualify skills subject to the availability of there quisite and experience.

The Company actively promotes sustainable agricultural practices among farmers through awareness programmers 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 programmers 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 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 Companys 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 Boards 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 Directors 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 Companys 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 Companys Code of Conduct. The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Companys 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(3)(m) 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

Regulators, Courts or Tribunals

During the year under review, no significant 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 there for, 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 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 Office of the Secretary at the Registered

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 in lieu of physical share 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
	issued
	. Such shares are held in
	Ashok Kumar Goel
Place: New Delhi	Chairman
Date: 28 th May, 2026	(DIN: 00076553)