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DIRECTOR'S REPORT

Dhampur Sugar Mills Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 976.24 Cr. P/BV 0.81 Book Value (₹) 183.28
52 Week High/Low (₹) 167/110 FV/ML 10/1 P/E(X) 15.00
Bookclosure 26/05/2026 EPS (₹) 9.96 Div Yield (%) 1.34
Year End :2026-03 

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

Synopsis of the Company's 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

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:

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 alance:

Particulars I For the year ended For the year ended

_| March 31, 2026 March 31, 2025

Ethanol Production 673.34 678.37

Ethanol Sale 569.83 694.18

Chemical operations at a glance:

Particulars

For the year ended
March 31, 2026

For the year ended
March 31, 2025

Chemicals produced

248.96

320.40

Potable Spirits

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

Company's Performance during the Financial Year
2025-26

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

Rewarding Shareholders and Dividend Distribution
Policy

Buy Back of Equity Shares

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

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

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

Interim Dividend

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

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

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

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

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

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

Reserves and Surplus

The Company has earned Net Profit after tax of H64.07 Crores
for the year ended 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 Company's registered office and at the registered office
of the subsidiary companies.

Consolidated Financial Statements

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

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

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

Share Capital

The paid-up Equity Share Capital of the Company as at
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 28th August, 2025 for a term of
five years with effect from 30th July, 2025.

The term of Mr. AnujKhanna, 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 five
years subject to approval of shareholders in the ensuing Annual
General Meeting.

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

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

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

Declaration by Independent Directors

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

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

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

Directors Responsibility Statement

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

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

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

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

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

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

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

Details of Board Meetings held during the year

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

Committees of the Board

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

Mandatory Committees:

Audit Committee

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

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

Corporate Social Responsibility

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

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

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

Ý Mr. Ashok Kumar Goel - Chairman

Ý Mr. Gaurav Goel - Member

Ý Mr. Yashwardhan Poddar - Member

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

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

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

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

Non-Mandatory Committee
Management Committee:

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

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

Public Deposits

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

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

I. Accepted during the year: NIL

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

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

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

(i) at the beginning of the year: NIL

(ii) maximum during the year:NIL

(iii) at the end of the year:NIL

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

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

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

Particulars of Loans, Guarantees and Investments

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

Related Party Transactions

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

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

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

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

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

Auditors

Statutory Auditors and their Audit Report

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

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

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

Cost Records and Cost Audit

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

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

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

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

Internal Auditors

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

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

Internal Financial Control

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

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

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act,
2013 read with the rules made thereunder and Regulation 24A
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, the shareholders of the
Company at their Annual General Meeting held on 28th 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 fulfilment of the
conditions precedent stipulated under the SPA and receipt
of requisite regulatory approvals, including approval from the
Reserve Bank of India. Upon completion of the transaction,
Venus India Asset-Finance Private Limited will become a
subsidiary of the Company.

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

Labour Codes

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

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

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

Sustainable Growth

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

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

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

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

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

Management Discussion and Analysis

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

Corporate Governance

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

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

Compliance with Secretarial Standards

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

Policy on Selection and Remuneration of Directors

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

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

Board Evaluation

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

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

Risk Management Policy and Framework

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

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

Vigil Mechanism/Whistle Blower Policy

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

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

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

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

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

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

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

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

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

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

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

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

Annual Return

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

Significant and Material Orders Passed by
Regulators, Courts or Tribunals

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

One-Time Settlement with Banks or Financial
Institutions

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

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

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

Business Responsibility and Sustainability Report

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

Human Resources and Industrial Relations

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

Statutory Information - Particulars of Employees

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

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

Suspense Escrow Demat Account

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

Acknowledgement

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

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

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

Place: New Delhi Chairman

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

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