Directors' Report

Your Directors are pleased to present their 31^st (Thirty First) Annual Report along with the Audited Financial Statements of the Company for the year ended March 31, 2025.

FINANCIAL RESULTS		(Rs. in Lakhs)
Particulars	Year Ended 31.03.2025	Year Ended 31.03.2024
Gross profit before depreciation, interest & tax	11,991.08	21,661.76
Less: Depreciation	4,892.75	5,250.23
Finance Costs	1,852.28	2,012.93
Profit / (Loss) before tax and exceptional items	5,246.05	14,398.60
Profit / (Loss) before tax	5,246.05	14,398.60
Tax expenses	2,912.48	6,046.86
Profit /(Loss) after tax	2,333.57	8,351.74
Total comprehensive income / (loss)	2,289.86	8,260.08

YEAR IN RETROSPECT

Operations:

Distinguishing features of the crushing operations in your company are given in the following paragraphs: Metrics of sugarcane crushed, sugar produced and recovery achieved during the year is given hereunder:

Sugarcane crushed and sugar produced across three units (FY 2024-25)

Particulars	2024-25	2023-24	Change
Crushing (Lakh Quintal)	262.97	366.59	(28.27%)
Recovery % (Gross - adjusted)	10.94	11.63	(5.93%)
Recovery % (Net )	8.00	9.55	(16.23%)
Production (Lakh Quintal)	20.98	35.22	(40.43%)

Sugarcane crushed and sugar produced across three units (SS 2024-25)

Particulars	2024-25	2023-24
Crushing (lakh quintal)	267.58	268.08
Recovery % (Gross - adjusted)	10.96	11.56
Recovery % (Net)	8.04	9.79
Production (lakh quintal)	21.52	26.25

The figures for the 2023-24 sugar season (SS 2023-24) represent the full season, as all units concluded crushing operations before March 31, 2024. The early cessation of operations across all three units contributed to reduced crushing volumes.

In SS 2024-25, crushing operations concluded on February 22, 2025, at the DD unit, on March 22, 2025, at the DP unit, and on April 8, 2025, at the DN unit

SNAPSHOT FY 2024-25

• Sugarcane crushing declined by 28.27% y-o-y.

• Our net recovery for the fiscal year stood at 8.00%, down from 9.55% in the previous year. This decline was primarily driven by a greater diversion of sugarcane juice for ethanol production. In FY 2023-24, juice/syrup diversion was limited to the first week of December 2023, following a directive from the Central Government to cease such usage. In contrast, during the year under review, juice/syrup continued to be diverted until the first week of February 2025.

Additionally, in the previous fiscal year, restrictions on ethanol production from B-heavy molasses resulted in the generation of C-heavy molasses at our DP unit to fulfil country liquor requirements. This shift contributed to a higher net recovery in that year. These combined factors led to the reduced net sugar recovery observed in the current fiscal.

• Gross-adjusted recovery declined to 10.94% in FY 2024-25, compared to 11.63% in the previous fiscal year. This decrease is primarily due to adverse weather conditions and reduced sucrose content in the Co 0238 variety, which was severely affected by a red rot infestation. Additionally, the early conclusion of the 2024-25 sugar season across all units led to missed crushing operations during the peak recovery period. The decline is also consistent with the broader trend observed across most sugar mills in Uttar Pradesh.

• The decline in sugar production during FY 2024-25 is attributable to both lower cane crushing and reduced recovery rates. Additionally, the proportion of sugar sacrificed as a percentage of total production was higher compared to the previous fiscal year. In FY 2024-25, a total of 7.72 lakh quintals of sugar was sacrificed due to the diversion of sugarcane juice for ethanol production and the generation of B-heavy molasses. This compares to 7.62 lakh quintals sacrificed in FY 2023-24 for similar reasons.

Performance of cogeneration division: Metrics of power sold :

Unit	FY 2024-25		FY 2023-24
	Power sold in lakhs Units	Amount Hin Lakhs	Power Sold in Lakhs Units	Amount Hin Lakhs
DN	142.96	480	14 3.69	4 89
DP	392.01	1,350	641.06	2,216
DD	397.22	1,367	595.41	2,04 3
Total	932.19	3,197	1,380.16	4,748

(The decline in power sales during the fiscal year is primarily due to reduced cane crushing operations)

During the financial year, the distillery produced 549.83 lakh litres of industrial alcohol, compared to 992.31 lakh litres in the previous year. Sales of industrial alcohol stood at 605.18 lakh litres, down from 944.07 lakh litres in the prior year. Total revenue generated from distillery operations was Rs.383.03 crores, including Rs.2.37 crores from the sale of by-products (previous year: Rs.589.11 crores and Rs.5.56 crores, respectively). The overall performance of the distillery was adversely impacted by reduced cane crushing operations.

Global Sugar Industry Scenario & Outlook

• The Green Pool April report presents a mixed outlook for global sugar balances. The 2024/25 crop year is now projected to experience a larger deficit than previously estimated, while the 2025/26 outlook has shifted from a minor deficit to a surplus. However, in absolute terms, the anticipated deficit for 2024/25 remains significantly higher at 7 million metric tonnes (raw value), compared to a modest surplus of 1.14 million metric tonnes projected for 2025/26. This reflects a scenario of limited oversupply following a year marked by substantial stock drawdowns.

• Sugar production for the 2024/25 season is estimated at 189.1 million metric tonnes (raw value), with the lower output primarily driven by below-expected production in India and several other Asian countries, which offset gains in Brazil and China. For the 2025/26 season, global sugar production has been revised upward to a substantial 199.1 million metric tonnes, supported by increased production estimates from India, Brazil, and other key producing regions

• The International Sugar Organization (ISO), in its latest report, has estimated global sugar production at 175.5 million metric tonnes for the 2024/25 season, with a projected deficit of 4.9 million metric tonnes. Notably, there is significant variation in production estimates across different forecasting agencies. However, going forward, ISO may revise its production estimate number.

• Recent reports from Centre-South Brazil indicate a slight upward revision in production figures. March data—still classified under the 2024/25 season— places final sugar production at 40.17 million metric tons, making it the second-highest on record. This represents a 5.3% decline from the all-time high of 42.42 million metric tons achieved in the 2023/24 season. However, 2025/26 sugar season is projected to be a year of bumper sugar production, driven by favorable conditions

• Currently, raw sugar is trading at approximately 17.5 cents per pound, while white sugar is priced around US$ 490 per metric ton. The anticipated surge in sugar production for the 2025/26 season has created bearish market sentiment, exerting downward pressure on prices.

• The global sugar market is currently navigating a complex and uncertain environment shaped by multiple factors. While a production deficit is expected in the 2024/25 season, forecasts of significantly higher output in 2025/26—driven by favorable weather conditions—are contributing to market volatility. However, the uncertainties extend beyond fundamentals. Geopolitical tensions, including the ongoing Russia-Ukraine and Israel-Hamas conflicts, rising friction between India and Pakistan, and broader global instability, such as policy disruptions under Trump administration and a weakening U.S. dollar, all have the potential to trigger sharp price fluctuations. This high level of global interconnectedness adds further unpredictability to sugar trade dynamics.

• India's sugar production for the current season is estimated at 26.6 million tonnes. Crushing operations have concluded across all sugar mills in Maharashtra and Karnataka, with only a few mills still operating in Uttar Pradesh. The significant decline in overall production is primarily attributed to reduced output in both Maharashtra and Karnataka.

The Indian Sugar Industry - Challenges Galore

• Net sugar production for the 2024/25 season is estimated at approximately 26.4 million tonnes, after accounting for a diversion of around 3.5 million tonnes of sugar for ethanol production. This implies a gross sugar production of 29.9 million tonnes. In comparison, during the 2023/24 season, gross sugar production was 34.11 million tonnes, with 2.15 million tonnes diverted for ethanol, resulting in net production of 31.96 million tonnes. This reflects a decline of over 12% in gross sugar production year-on-year.

• The estimated decline in sugar production is primarily attributed to a poor sugarcane crop in Maharashtra and Karnataka, two of India's leading sugar-producing states. The crop shortfall in these regions was largely due to adverse weather conditions. Additionally, a decline in reported yields and recovery rates in Uttar Pradesh further contributed to the overall drop in production. In Uttar Pradesh, the reduction in yield is mainly linked to widespread damage caused by a red rot pest infestation.

• The Indian Sugar and Bio-energy Manufacturers Association (ISMA) has yet to release its forecast for sugar production in the 2025/26 season, despite international agencies projecting a bumper crop for India. ISMA has, however, estimated year-end stock levels at 5.4 million tonnes, after accounting for exports of 1 million tonnes and domestic consumption of 28 million tonnes. This stock level equates to approximately 2 to 3 months of consumption and is considered sufficient, minimizing the risk of any sharp spike in sugar prices.

• Given the comfortable stock levels at the start of the 2024-25 season and anticipated comfortable stock levels at the end of SS 2024-25, Government had notified and allowed export of 1 million tons of sugar. Last season, 2023-24, the central government imposed a ban on sugar exports. Out of the total 1 million tons allocated, sugar mills in Maharashtra received the largest share of 375,000 tons, which is expected to increase to around 500,000 tons, as many mills from Uttar Pradesh typically exchange their quota with those in Maharashtra. Mills from Uttar Pradesh have been allocated 274,000 tons.

According to the notification issued by the government, each mill was allocated approximately 3.2% of its average production over the past three years as its export quota. Exports are permitted from the date of the order until September 30, 2025. Additionally, the government has provided flexibility for mills to either surrender or exchange their export quota with the domestic quota, offering greater adaptability in managing their logistics challenge.

• Domestic sugar prices remained subdued below Rs.38,000 per metric tonne through the end of the third quarter of FY 2024-25, largely due to weak international prices, uncertainty surrounding domestic production estimates, and higher monthly release quotas. However, beginning January 2025, prices began to recover, supported by improved market sentiment and the announcement of export permissions. Currently, sugar prices are hovering around Rs.4,000 per quintal and are expected to remain at elevated levels in the near term.

• According to recent reports, approximately 707 crore litres of ethanol were blended during the Ethanol Supply Year (ESY) 2023-24. Of this, slightly less than 50% was supplied by the sugar sector, while the remaining came from the grain sector. The overall ethanol blending rate achieved during the year stood at 14.6%. At the beginning of Sugar Season (SS) 2023-24, the government had imposed restrictions on the use of sugarcane juice, syrup, and B-heavy molasses for ethanol production. However, for ESY 2024-25, these restrictions were lifted, allowing the use of all three feedstocks. This policy shift enabled potential diversion of up to 3.5 million tonnes of sugar toward ethanol production, significantly boosting ethanol output for the year.

• According to the latest reports from the Government of India, Oil Marketing Companies (OMCs) have procured approximately 369.54 crore litres of ethanol as of March 31, 2025. Of this, the sugar sector contributed 181.03 crore litres, while the grain sector supplied 188.51 crore litres—representing a contribution share of 48.98% and 51.02%, respectively. India has made significant progress in ethanol blending over recent years. Blending levels rose from 5% in 2019-20 to 12% in 2022-23, with ethanol production increasing from 173 crore litres to over 500 crore litres during the same period. By the end of the Ethanol Supply Year (ESY) 2024, the national blending rate reached 14.6%. As of March 31, 2025, India has achieved a current average ethanol blending rate of 18.36%, with a monthly average of 19.78% recorded for March 2025. The country remains on track to achieve its revised target of 20% blending by 2025—five years ahead of the original 2030 timeline set by the National Policy on Biofuels (NPB), 2018.

• Despite repeated appeals from the Indian Sugar & Bio-energy Manufacturers Association (ISMA), the government has not revised the ethanol procurement prices for ethanol produced from sugarcane juice/ syrup and B-heavy molasses for the second consecutive Ethanol Supply Year (ESY). This stagnation in pricing comes despite an increase in the Fair and Remunerative Price (FRP) of sugarcane, which was intended to be the basis for determining ethanol procurement rates. This has discouraged many sugar mills from utilizing cane juice or syrup for ethanol production, prompting a shift toward a more remunerative strategy—focusing on increased sugar production and using B-heavy molasses as the preferred feedstock for ethanol.

• The sugar industry has also been consistently advocating for an increase in the Minimum Selling Price (MSP) of sugar, which has remained unchanged at Rs.3,100 per quintal for several years.

• The Indian sugar industry operates under a tightly regulated framework, with government policies significantly influencing sugar sales, pricing, ethanol blending, and exports. These regulatory mechanisms are critical to shaping the profitability of sugar companies across the country. A balanced and rational policy approach is essential to effectively manage domestic supply and demand dynamics, ensuring price stability and the long-term sustainability of the sector.

• Ethanol blending and sugar export policies, in particular, play a vital role in addressing surplus sugar production and managing stock levels. In recent years, India has grappled with elevated sugar inventories. If not effectively addressed through strategic blending and export interventions, such surpluses could depress domestic prices, eroding the margins of sugar producers. This could also lead to mounting cane price arrears and trigger wider agrarian distress.

• The Central Government continues to play a pivotal role in regulating various facets of the sugar sector:

• Minimum Selling Price (MSP): The government has fixed the MSP of sugar at Rs.3,100 per quintal. However, the industry has consistently advocated for an upward revision in light of rising input and cane procurement costs.

• Monthly Release Mechanism: To ensure adequate and affordable sugar availability in the open market, the government regulates monthly sugar sales through a release mechanism. This system helps moderate supply and supports market stability.

• Sugar Export Quotas: The timely announcement of export quotas helps improve liquidity within the industry and supports better domestic realizations by offloading surplus stock.

• Fair and Remunerative Price (FRP) & State Advised Price (SAP): The Central Government announces the annual FRP, which serves as the minimum price sugar mills must pay to farmers for sugarcane. Some state governments supplement this with a higher State Advised Price (SAP), offering further support to sugarcane growers.

• Ethanol Procurement Pricing: The Central Government also determines the ethanol procurement price for Oil Marketing Companies (OMCs). This pricing significantly influences the participation of sugar mills in ethanol supply programs, particularly for ethanol derived from sugarcane juice, syrup, and B-heavy molasses.

The Uttar Pradesh Sugar Industry

• During Sugar Season (SS) 2023-24, Uttar Pradesh produced approximately 10.5 million tonnes of sugar. For SS 2024-25, sugar production in the state is estimated to decline to around 9.5 million tonnes, after accounting for diversion toward ethanol production. This reflects a drop in both gross and net sugar output. The decline is primarily attributed to lower cane yields, reduced cane availability, a decrease in the area under sugarcane cultivation, and a fall in sugar recovery rates.

• The decline in sugar production has been observed across Uttar Pradesh, with Central UP being the most severely affected. A significant contributing factor has been the red rot infestation in the Co-0238 variety, which has caused considerable damage. The absence of a viable alternative to this variety, coupled with diminishing returns from sugarcane cultivation, has discouraged farmers from growing sugarcane, prompting a shift toward alternative crops.

• Sugar mills have stepped up their efforts in cane development by actively engaging with farmers to highlight the long-term benefits of sugarcane cultivation. They are focusing on the development and promotion of high-performing, mutually beneficial sugarcane varieties that offer higher yields for farmers and improved sucrose content for mills—creating a sustainable win-win model for both stakeholders.

• The molasses policy of the Uttar Pradesh State Government imposes a significant financial burden on sugar mills, as they are mandated to allocate a substantial portion of their molasses output for country liquor production at heavily discounted prices.

This practice is unique to Uttar Pradesh, with no other state enforcing a similar policy.

• The Uttar Pradesh State Government has announced the State Advised Price (SAP) for the Sugar Season 2024-25, maintaining it at the same level as the previous season. Additionally, the society commission rate remains unchanged at Rs.5.50 per quintal.

• With the low base of sugar production in Sugar Season (SS) 2024-25, the outlook for SS 2025-26 appears optimistic—provided there are no significant weather disruptions. The setbacks experienced in the previous season, particularly the decline in yields caused by red rot infestation, have acted as a wake-up call for farmers. In response, they are intensifying efforts to protect the ratoon crop and are actively working to replace the vulnerable Co-0238 variety with more resilient and high-performing alternatives.

• Sugar mills generally ensured timely cane price payments during the season, supported by improved cash flows from sugar exports. As a result, payment arrears remained within manageable levels.

Dwarikesh - Financial Scorecard :

Particulars	2024-25		2023-24
	(Rs. in lakh)	(%)	(Rs. in lakh)	(%)
Revenue from operations	1,35,888	100	1,70,957	100.00
EBITDA	11,991	8.82	21,662	12.67
EBDTA	10,138	7.4 6	19,649	11.49
EBT	5,246	3.86	14,399	8.42
EAT	2,334	1.72	8,352	4.89

• The revenue from operations for FY 2024-25 declined by approximately 21% compared to the previous fiscal year, mainly due to reduced crushing activity, which led to a lower level of operations across all divisions.

• The EBITDA for FY 2024-25 stood at Rs.11,991 lakhs, representing a 45% decline from Rs.21,662 lakhs in the previous fiscal year. This decrease was primarily driven by suboptimal utilization of sugar plants due to inadequate sugarcane availability, further impacted by a 69 basis point drop in recovery rates. The resulting underutilization of capacity led to higher per-unit production costs, negatively affecting profitability. Moreover, the adverse regulatory impact of stagnant ethanol prices further contributed to the decline. As a percentage of revenue, EBITDA decreased to 8.82%, down from 12.67% in the previous year.

• The earnings before tax (EBT) for FY 2024-25 amounted to Rs.5,246 lakhs, a significant decline from Rs.14,399 lakhs in the previous fiscal year, despite a reduction in finance costs & other expenses

• Earnings after tax (EAT) for FY 2024-25 stood at Rs.2,334 lakhs, compared to Rs.8,352 lakhs in the previous fiscal year. The significant gap between EBT and EAT is primarily due to higher deferred tax provisioning during the year.

Salient Features:

• During the Sugar Season (SS) 2024-2025, up to March 31, 2025, our company processed 2.63 crore quintals of sugarcane, achieving a gross recovery rate of 10.94%. The crushing operations commenced across all units on November 4, 2024; however, the start was met with unforeseen challenges. Crushing at the DN unit

extended a few days beyond March 31, 2025, bringing the total cane crushed for the entire season to 267.58 lakh quintals. This figure is marginally lower than the total crushed in SS 2023-2024 and represents a significant decline compared to earlier seasons.

• At our DD unit in Bareilly district, crushing concluded on February 22, 2025 with the unit recording the highest percentage decline in crushing volume. The reduction was primarily due to a sharp decrease in spring planting across the command area, caused by the widespread incidence of red rot infection. In response, the company has undertaken extensive measures to protect the ratoon crop and promote varietal replacement. Despite these efforts, the unit experienced a notable 19% drop in cane crushing and crushed only 76.14 lakh quintals of sugarcane. The continued decline in returns has also led many farmers in the region to consider shifting to alternative crops. To address this, aggressive initiatives are underway to encourage farmers to return to sugarcane cultivation. These include the distribution of seeds of improved cane varieties at subsidized rates, along with large- scale awareness, education, and training programs.

• Bijnor district, where two of our three units are located, also witnessed reduced sugarcane availability during the season. This decline was primarily due to a widespread red rot infestation—an unprecedented development for the region, which had previously experienced only minimal impact from the disease. The outbreak severely affected cane fields, significantly reducing farm-level yields. The DP unit concluded its crushing operations on March 22, 2025, with a total of 87.46 lakh quintals crushed, while the DN unit completed its season on April 8, 2025, having crushed 103.98 lakh quintals. Encouragingly, farmers in Bijnor—known for their progressive and adaptive approach—have actively responded to the company's initiative to phase out the Co 0238 variety. They are transitioning to newer, early-maturing varieties, and it is expected that within two years, Co 0238 will be virtually eliminated from the command areas of both units.

• The fiscal year under review was marked by underutilization of capacities, observed across both our sugar and distillery units. This underutilization at sugar units stemmed from the reduced availability of sugarcane.

• Although the company, in collaboration with farmers, has implemented a large-scale varietal replacement program, the newly introduced varieties have yet to match Co 0238 in terms of yield and recovery.

Nevertheless, promising alternatives are on the horizon, expected to deliver both high yield and recovery, ultimately making Co 0238 redundant. The recently concluded season also saw lower recovery rates across Uttar Pradesh, primarily due to adverse weather conditions

• Additionally, stagnant ethanol procurement prices for ethanol produced from juice/syrup and B-heavy molasses proved counterproductive. Following the announcement of unchanged prices, the company decided to discontinue the use of juice / syrup at both distilleries starting from the first week of February 2025. This strategic move aimed to optimize the feedstock mix and maximize overall returns.

• During the fiscal year, your company was allotted an export quota of 10,044 MT of sugar. However, as direct export of this quantity was not economically viable, the company strategically swapped the quota with mills located near coastal areas in exchange for their domestic quota. The benefits of this increased domestic allocation began accruing to the company from March 2025.

• Your company enjoys long term rating of (ICRA) AA- (pronounced as AA minus). Your company also retained the highest rating of A1+ also from ICRA for its CP program of Rs.300 crores. The company enjoys the highest internal rating of A1 accorded by PNB.

• Your Company continued its commitment to timely sugarcane payments, consistently paying ahead of schedule. As of date, all payments for sugarcane procured during Sugar Season 2024-25 have been fully cleared. This underscores the company's strong financial position and liquidity.

• Long-Term Debt Profile: During the fiscal year, the company fully repaid the Soft Loan 2018 of Rs.134.48 crores availed from the Government of Uttar Pradesh. All loan instalments continue to be repaid promptly as they fall due. As of March 31, 2025, the company's outstanding long-term debt stood at Rs.147.45 crore. This includes Rs.17.53 crore relating to the Rs.116.88 crore term loan for the DN distillery unit, and Rs.129.92 crore pertaining to the Rs.185.60 crore loan for the DD distillery unit. All term loans have been secured at subsidized rates of interest.

• Your Company is constantly exploring possibilities of revenue optimization, cost rationalization and profit enhancement. Your Company is respected for competent management.

CANE & SUGAR POLICY

The main policies of the government in relation to the sugar industry during the year were:

a. The Fair & Remunerative Price (FRP) until SS 2017-18 was linked to a recovery of 9.50%. Effective SS 2018-19, FRP has been linked to a recovery of 10%. While the FRP for SS 2022-23 was Rs.305 per quintal for SS 2023-24, the same stands increased to Rs.315 per quintal again linked to a recovery of 10.25%. The same has now been increased from Rs.340 for SS 2024-25 to Rs.355 per quintal for SS 2025-26. There is no change in the base recovery which is unchanged at 10.25%

b. Chronology of SMP/FRP announced by the Central Government on the basis of recovery is given herein under:

Season	H per Quintal
2000-01(SMP)	59.50*
2001 02	62.05*
2002 03	64.50*
2002 03 (Revised)	69.50*
2003-04	73.00*
2004-05	74.50*
2005-06	79.50&
2006-07	80.25&
2007-08	81.18&
2008-09	81.18&
2009 10 (SMP since replaced by F&RP)	129.84@
2010 11	139.12@
2011 12	145.00@
2012-13	170.00@
2013-14	210.00@
2014-15	220.00@
2015-16	230.00@
2016-17	230.00@
2017-18	255.00@
2018-19	275.00#
2019-20	275.00#
2020-21	285.00#
2021-22	290.00#
2022 23	305.00#
2023 24	315.00$
2024 25	340.00$
2025-26	355.00$

* Linked to recovery of 8.50%

& Linked to recovery of 9.00%

@ Linked to recovery of 9.50%

# Linked to recovery of 10.00%

$ Linked to recovery of 10.25%

C. All sugar mills in Uttar Pradesh are mandated to pay the State Administered Price (SAP) for sugarcane. For the 2024-25 crushing season, the Government of Uttar Pradesh maintained the SAP at the same level as the previous season (SS 2023-24), with no increase announced. The early variety of sugarcane—which accounts for over 90% of the total cane supplied by farmers—is being paid at Rs.370 per quintal, delivered at the factory gate.

CHANGE IN NATURE OF BUSINESS

There is no change in nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year, significant changes were introduced to the ethanol blending program and related policy. The government reinstated the use of juice/syrup and B-heavy molasses as permissible feedstock for ethanol production, which had previously been suspended in December 2023. However, for the second Ethanol Supply Year (ESY) in a row, there was no increase in the procurement price for ethanol produced from these feedstocks in spite of increase in F&RP with which the procurement price of ethanol is linked, impacting the economic viability of their use. Additionally, the government permitted the export of sugar, opening a window for the export of up to 1 million tonnes. There have been no material changes or commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company other than those disclosed in this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant & material orders have been passed impacting the going concern status & Company's operations in future.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls commensurate with its size, scale and operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed. Nonetheless your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

DIVIDEND

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 (the ‘Listing Regulations'), the Company has adopted the Dividend Distribution Policy, which details various parameters subject to consideration of which the Board may recommend or declare Dividend.

The Dividend Distribution Policy is available on the Company's website at https://www.dwarikesh.com/wp- content/uploads/2023/03/Dividend-Distribution-Policy. pdf

Your Directors are pleased to recommend a Final Dividend of Rs.0.50/- per equity share of the face value of Rs.1/- each (i.e. 50%)fully paid-up for the financial year ended March 31, 2025. The dividend, as recommended above, if approved at the 31^st Annual General Meeting (‘AGM') by the members, would be paid within thirty days from the date of declaration of dividend to those Members/Beneficial holders whose names appear in the Register of Members as on Book Closure date fixed for the said purpose.

The Register of Members and Share Transfer Books of the Company will remain closed for the purpose of payment of dividend for the financial year ended 31^st March 2025 and the AGM. Book closure date has been indicated in the Notice convening AGM.

If the dividend, as recommended above, is declared by the Members at the ensuing AGM, the total outflow towards dividend on Equity Shares for the year would be Rs.9,26,50,735/-.

BUYBACK OF EQUITY SHARES

The Company successfully completed its buyback of equity shares on 20^th April 2024, pursuant to the Corporate Action executed by NSDL - Designated Depository. The Board of Directors in its meeting held on March 8, 2024, approved the buyback for 30,00,000 equity shares, through the tender offer route through Stock exchange mechanism. The buyback was undertaken at a price of Rs.105 per equity share, aggregating to Rs.31.50 crores (excluding tax and transaction costs), representing approximately 1.593% of the current paid-up equity share capital of the Company.

The buyback was offered to all eligible equity shareholders of the Company. The tendering period commenced on 27^th March, 2024 and concluded on April 3, 2024. Payment to shareholders whose shares were accepted under the buyback was completed on April 12, 2024. These equity shares were subsequently extinguished, resulting in reduction of the paid-up share capital of the Company to 18,53,01,470 equity shares of Re. 1 each.

The Buyback was carried out within the permissible limits of the Board of Director's authority in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Buy-Back of Securities) Regulations, 2018.

TRANSFER TO GENERAL RESERVE

As permitted under the provisions of the Companies Act, 2013, the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for the Financial Year 2024-25 in the profit and loss account.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs.54,00,00,000 (Rupees Fifty-Four Crores Only), divided as follows.

Equity Share Capital:

Rs.22,50,00,000 (Rupees Twenty-Two Crores Fifty Lakhs Only), consisting of Rs.22,50,00,000 (Rupees Twenty-Two Crores Fifty Lakhs Only) Equity Shares of Re. 1 (Rupee One) each.

Preference Share Capital:

Rs.31,50,00,000 (Rupees Thirty-One Crore Fifty Lakhs Only), consisting of 31,50,000 (Thirty-One Lakhs Fifty Thousand Only) Preference Shares of Rs.100 (Rupees Hundred) each.

There has been no change in Authorised Capital of the Company during the year.

Issued, Subscribed and Paid-up share Capital:

The Paid-Up Equity Share Capital as on March 31, 2025, stood at Rs.18,53,01,470 divided into 18,53,01,470 shares of Re. 1/- each. During the year under review, 30,00,000 shares were bought back by the Company. Accordingly, the capital of the Company has been reduced from 18,83,01,470 Equity Shares to 18,53,01,470 Equity Shares.

During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights, nor has it granted any stock options or sweat equity or warrants.

COPY OF THE ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2025, in Form MGT-7 will be filed with the Registrar of Companies after the conclusion of the Annual General Meeting and shall be made available on the website of the Company at: https://www.dwarikesh.com/annual-return.html

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met four (4) times during the year on April 30, 2024; July 31, 2024; October 28, 2024; January 27, 2025.

The maximum gap between two Board meetings did not exceed 120 days. The details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report forming part of the Annual Report.

SUBSIDIARY COMPANY'S REPORT

The Company does not have any subsidiary as defined under the provisions of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered during the financial year were in the ordinary course of business and at arm's length basis. There were no materially significant Related Party Transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Further, prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its approval and the particulars of contracts entered during the year as required to be provided under Section 134(3)(h) of the Companies Act, 2013 are disclosed in Form AOC-2 as Annexure I.

The Board of Directors of the Company on the recommendation of the Audit Committee amended the policy on related party transactions at its meeting held on January 27, 2025 to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the rules thereunder and the Listing Regulations and placed at the below mentioned weblink : https://www.dwarikesh. com/wp-content/uploads/2025/01/Related-Party- Transactions-Policy-REVISED.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any loans or investments or given guarantees or provided securities under Section 186 of the Act during the year.

PUBLIC DEPOSITS

The Company did not have any fixed deposits at the beginning of the year nor has it accepted any deposited during the year in terms of Section 74 of the Companies Act, 2013.

MSME RETURN

In accordance with the requirements notified by the Ministry of Corporate Affairs under the MSME Order dated January 22, 2019, every company obtaining supplies from micro and small enterprises (MSEs) and whose payments exceed 45 days must file half-yearly returns in Form MSME-1.

During the year under review, the Company did not have any delayed payments to MSEs exceeding the prescribed period, and therefore, was not required to file Form MSME-1 under Rule 2 of the Companies (Furnishing of Information about Payment to MSME Suppliers) Order, 2019.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the requisite disclosures relating to remuneration of Directors and employees, including the ratio of remuneration of each Director to the median employee's remuneration and other prescribed details, forms part of this Report and is annexed as Annexure II.

Disclosures pertaining to names and other particulars of employees in accordance with Rule 5(2) and 5(3) of the aforesaid Rules are available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the Annual General Meeting. Any Member interested in obtaining a copy of such statement may write to the Company Secretary in this regard.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 152(6) of the Companies Act, 2013 read with Schedule IV of Article of the Company,c Mr. Vijay S Banka (DIN: 00963355) Managing Director retires by rotation and being eligible offers himself for re-appointment, a resolution seeking shareholder's approval for re-appointment forms part of Notice. The brief details of Mr. Vijay S Banka, who is proposed to be re-appointed as required under Secretarial Standard ("SS-2") and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (the "Listing Regulations") is being provided in the Notice convening the Annual General Meeting ("AGM") of the Company

A. Changes in Directors and Key Managerial Personnel

• Based on the recommendation of the Nomination and Remuneration committee (NRC), the Board of Directors of the Company at its meeting held on May 22, 2025, appointed Mr. Arun Kumar Tulsian (DIN: 10872777) appointed as an Additional Director in the capacity of Independent Director of the Company by the Board of Directors with effect from 22^nd May, 2025 for a term of 5 (Five) consecutive years till May 21, 2030. The resolution seeking approval of the Members for regularization of his directorship and appointment as Non-executive Independent Director have been included in the Notice convening the 31^st AGM of the Company

• Based on the recommendation of the Nomination and Remuneration committee (NRC), The Board of Directors of the Company at its meeting held on 22^nd May 2025, appointed Mrs. Bharati Balaji (DIN:07485652) appointed as an Additional Director in the capacity of Independent Director of the Company by the Board of Directors with effect from 1^st June, 2025 for a term of 5 (Five) consecutive years till 31^st May 2030. The resolution seeking approval of the Members for regularisation of his directorship and appointment as Women-Non-executive Independent Director have been included in the Notice convening 31^st AGM of the Company

• Based on the recommendation of the Nomination and Remuneration committee (NRC), and Board of Directors of the Company at its meeting held on May 22, 2025, has appointed Ms. Priyanka G Morarka (DIN:00001088) as an Additional Director designated as Whole Time Director of the Company w.e.f May 22, 2025 for a term of 5 consecutive years effective from May 22, 2025. The approval of the Members for regularisation of her directorship and appointment as Whole Time Director have been included in the Notice convening the 31^st AGM of the Company.

• Pursuant to the provision of Section 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 the Key Managerial Personnel ("KMP") of the Company as on March 31, 2025, were: Mr. Gautam Radheshyam Morarka, Executive Chairman and Whole Time Director, Mr. Balkishan J Maheshwari, Managing Director and Company Secretary cum Chief Compliance Officer, Mr. Vijay S Banka , Managing Director, Shri Sunil Goel, Chief Financial Officer

• During the financial year 2024-25, there were no changes to the KMP of the Company.

B. Declaration by an Independent Director(s), ReAppointment & Meeting

Pursuant to the requirements of Section 149(7) of the Companies Act, 2013, the company has received declarations from all the independent directors confirming the fact that they all are meeting the eligibility criteria as stated in Section 149(6) of the Companies Act, 2013.

As required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25 (3) of the SEBI hold at least 1 (one) meeting in financial year, without the presence of Non-Independent Directors and members of the management.

The Independent Directors met once, i.e, on Monday, January 27, 2025. The Meeting was conducted without the presence of the Chairman, Executive Directors and any other Managerial Personnel.

During the year under review, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

None of the Director of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) or are debarred or disqualified by the Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs ("MCA") or any other such statutory authority.

The Independent Directors, inter alia, discussed, and reviewed performance of Non-Independent Directors, the Board as a whole, Chairman of the Company, and assessed the quality, quantity and timeliness of flow of information between the Companies management and the Board that is necessary for the Board to perform its duties effectively and reasonably.

The Company had sought the following certificates from independent and reputed Practicing Company Secretaries confirming that:

a. none of the Director on the Board of the Company has been debarred or disqualified from being appointed and/or continuing as Directors by the SEBI/MCA or any other such statutory authority.

b. independence of the Directors of the Company in terms of the provisions of the Act, read with Schedule IV and Rules issued thereunder and the Listing Regulations

C. Formal Annual Evaluation of Directors, committees, and Board:

Pursuant to the requirements of Section 134(3)(p) of the Companies Act, 2013 read with Regulation 17 of the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Nomination and Remuneration committee of the Company ("NRC") has defined the evaluation criteria, procedure for the performance evaluation process for the Board, its committee and Directors.

A structured questionnaire was prepared after taking into consideration 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 and governance Board development and succession planning.

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 ofjudgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

The Company had provided facility of performance evaluation to Directors through an online platform for the convenience of the Board members. The Board and Nomination Remuneration Committee reviewed the performance of the Board, its committees and of the Directors. The same was discussed in the Board Meeting and the feedback received from the Directors on the performance of the Board and its Committees was also discussed. The Directors expressed their satisfaction with the evaluation process.

D. Policy on Directors' Appointment and Remuneration Including Criteria for Determining Qualifications, Positive Attributes, Independence of a Director, Key Managerial Personnel and Other Employees

The company have constituted Nomination and Remuneration Committee (NRC) as required under Section 178 of the Companies Act, 2013 which recommends the appointment/ re-appointment of Directors to the Board. The NRC is responsible to identify persons who are qualified to become directors on the Board and to evaluate them on criteria such as academic qualifications, previous experience, track record and integrity of the persons identified, before recommending their appointment to the Board. The remuneration policy of the company, duly reviewed and recommended by the Nomination and Remuneration committee has been articulated in line with the requirements of the Companies Act, 2013 and placed on below mentioned weblink: https://www. dwarikesh.com/wp-content /uploads/2023/03 /Policy- on-Directors-Appointment-and-Remuneration.pdf

The company's remuneration policy is aimed to attract, retain, reward and motivate talented individuals, critical for achieving strategic goals and long-term success. Remuneration policy is aligned to business strategy, market dynamics, internal characteristics and complexities within the organization. The ultimate objective is to provide a fair and transparent structure that helps the organization to retain and acquire the talent pool critical in building competitive advantage and brand equity. The compensation system also considers factors like roles, skills / competencies, experience and grade/ seniority to differentiate pay appropriately on the basis of contribution, skill and availability of talent on account of competitive market forces.

The company only pays sitting fees to its Non-Executive & Independent Directors for attending meetings of the Board and its Committees. Non-Executive & Independent Directors are also reimbursed with expenses incurred by them for attending meetings of the Board and its Committees at actuals. The remuneration payable to the Executive Directors is governed by the provisions of the Companies Act, 2013. The company does not have any subsidiary and hence holding of directorships by any of the directors in subsidiary is not applicable. Policy on Terms of Appointment of Independent Directors is placed at: https://www.dwarikesh.com/wp-content/ uploads/202 3/03/Terms-of-Appointments-of- Independent-Directors.pdf

E. Statement Of Director's Responsibilities

Pursuant to the requirements under Section 134, sub-section 3(c) and sub-section 5 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state and confirm that: As required under the provisions of Section 134(3) of the Companies Act, 2013, your Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. the directors had 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 of the company for that year;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. the directors had prepared the annual accounts 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 were operating effectively,

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report, capturing the Company's performance, industry trends, and other material developments relevant to the Company during the year under review, is presented as a separate section forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Dwarikesh has been an early adopter of CSR initiatives. The Company works primarily through CSR trust, viz R. R. Morarka Charitable Trust, towards supporting projects in eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environmental sustainability, disaster relief and rural development projects.

Company's CSR initiatives and activities are aligned to the requirements of Section 135 of the Act read with Schedule VII. The brief outline of the CSR policy of the Company and the initiatives undertaken are available on our website at https://www.dwarikesh.com/wp- content/ uploads/2024/05/Policy-on-Corporate-Social- Responsibility.pdf

A Report on Corporate Social Responsibilities (CSR) including the constitution of the Corporate Social Responsibility Committee and activities undertaken during the FY 2024-2025 as per Rule 8 of the Companies (CSR Policy) Amendment Rules, 2021 is enclosed as Annexure III to this report.

Further, the Chairman of CSR committee of the Company has certified that CSR spends of the Company for FY 202425 have been utilised for the purpose and in the manner approved by the Board of Directors of the Company.

RISK MANAGEMENT POLICY

As per Regulation 21 of the SEBI Listing Regulations, the top 1000 listed entities must constitute a Risk Management Committee. Accordingly, the Risk Management Committee of the Company constituted on 13^th February, 2015 is responsible for reviewing and mitigating risks on a periodic basis. A detailed note on Risk Management policy, elements of risk and its mitigation is included in the Corporate Governance Report.

The Company recognises that risk is an integral and inevitable part of business, and it is fully committed to managing the risks proactively and efficiently. Our success as an organisation depends on our ability to identify and leverage the opportunities while managing the risks. The Company has a disciplined process for continuously assessing risks, in the internal and external environment along with minimizing the impact of risks. The Company incorporates the risk mitigation steps in its strategy and operating plans.

The Risk Management Policy of the Company is available on the Company's website at https://www.dwarikesh.com/ wp-content/uploads/2025/05/Risk-Management-Policy. pdf

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy, in compliance with the provisions of Section 177 of the Act and Regulation 22 of the Listing Regulations, so as to enable the Directors, Employees and all Stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provisions for direct access to the Chairman of Audit Committee. The details of the said policy is explained in the Corporate Governance Report and has been uploaded on the website of the Company at https://www.dwarikesh.com/wp-content/ uploads/2023/03/Whistle-Blower-Policy.pdf

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

The Company has a zero tolerance policy towards sexual harassment at the workplace and has adopted an AntiSexual Harassment Policy in alignment with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The objective of this policy is to provide protection to employees at the workplace and to prevent and address complaints of sexual harassment and any related matters.

An Internal Complaints Committee (ICC) has been constituted to promptly redress complaints received regarding sexual harassment. The policy covers all employees, including permanent, contractual, temporary, and trainees.

The Company remains committed to fostering a safe, respectful, and conducive work environment for all its employees and associates. During the year under review, no complaints of sexual harassment were received.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and continues to comply fully with the requirements prescribed under Regulation 34 and Schedule V (C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A detailed Corporate Governance Report, along with the requisite certificate from the statutory auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, forms an integral part of this Annual Report as Annexure IV.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo are provided in Annexure V and form an integral part of this Report.

BOARD COMMITTEE

The Company has constituted the following mandatory Committees in compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Audit Committee

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

The composition of the above Committees, the terms of reference, number of meetings held during the financial year under review, and attendance of members at such meetings are provided in detail in the Corporate Governance Report, which forms part of this Annual Report.

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

AUDITORS

A. STATUTORY AUDITORS & AUDITOR'S REPORT

M/s. Mittal Gupta & Co., Chartered Accountants having Firm Reg. No. 01874C, Kanpur were appointed as the Statutory Auditors of the Company at the AGM held on June 30, 2022 to hold office until the conclusion of the 33^rd AGM, ratified for the financial year 2025-26. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Mittal Gupta & Co., that their appointment is made in conformity with the limits specified in the said Section.

The Auditors' Report for the financial year ending March 31, 2025 is unmodified, i.e, it does not contain any qualification, reservation, adverse remark or disclaimer. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year under review

B. COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the applicable rules made thereunder, the Board of Directors, on the recommendation of the Audit Committee, has reappointed M/s. Ramanath Iyer & Co., Cost Accountants (Firm Registration No. 000019) as the Cost Auditors of the Company to conduct the audit of the cost records maintained by the Company in respect of its sugar, electricity and industrial alcohol businesses for the financial year ending March 31, 2026.

In accordance with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the shareholders of the Company. Accordingly, an Ordinary Resolution seeking such ratification is included as Item No. 9 in the Notice of the ensuing Annual General Meeting.

M/s. Ramanath Iyer & Co. have confirmed that their appointment is within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013, and that they are not disqualified from being appointed as Cost Auditors under Section 141(3), Section 141(4), and the proviso to Section 148(3) of the said Act.

The Cost Audit Report for the financial year ended March 31, 2025 does not contain any qualification, reservation, adverse remark or disclaimer. The said report shall be filed by the Cost Auditors with the Central Government on or before September 30, 2025, in accordance with the prescribed timeline.

C. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. VKM & Associates, a Practicing Company Secretary (Certificate of Practice no. 4279), Secretarial Auditor to undertake the Secretarial Audit of the Company for the year ended March 31, 2025. The Form MR-3 Secretarial Audit Report is appended to this Report as Annexure VI.

The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2024-25, does not contain any qualification, reservation or adverse remark or disclaimer.

Pursuant to the provisions of Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, every listed entity must ensure they follow the rules for the appointment, reappointment, and continuation of the Secretarial Auditor. Accordingly, in compliance of the said amendment, your Directors have proposed appointment of M/s VKM & Associates, Practicing Company Secretaries (FCS No. F-5023 & COP No.4279), Practicing Company Secretaries Mumbai, as Secretarial Auditor of the Company to hold the office from the conclusion of the 31^st Annual General Meeting (AGM) till the conclusion of 36^th AGM of the company at the remuneration to be fixed by the Board of Directors of the company. The Company has obtained Peer Review, Consent and Eligibility Certificate from the Secretarial Auditor.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to SEBI Circular dated May 10, 2021, submission of the Business Responsibility and Sustainability Report (BRSR) has been made mandatory for the top 1,000 listed companies (by market capitalization) with effect from financial year 2023-24.

Your Company firmly believes that its responsibilities extend beyond financial performance to encompass environmental stewardship, social impact, and ethical governance. We are accountable not only to our shareholders, but also to a broader stakeholder community including employees, customers, suppliers, regulators, and society at large.

In line with this commitment and to ensure accurate, meaningful, and transparent reporting, the Company has engaged an external professional agency, PricewaterhouseCoopers (PwC), for the preparation and validation of its BRSR disclosures for FY 2024-25.

The BRSR forms an integral part of this Annual Report and has been prepared in accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report is annexed to this Annual Report as Annexure VII.

The BRSR outlines the Company's performance against the nine principles of the National Guidelines on Responsible Business Conduct (NGRBC) issued by the Ministry of Corporate Affairs. It reflects DSIL's approach and initiatives towards responsible business practices encompassing environmental, social, and governance (ESG) parameters..

ACKNOWLEDGEMENT

The Board of Directors expresses its sincere appreciation and gratitude to all stakeholders for their continued support and confidence in the Company. The Directors extend their heartfelt thanks to the esteemed members, sugarcane growers, employees, bankers, financial institutions, and business associates for their valuable contributions to the sustained growth and success of the Company.

The Board also places on record its deep appreciation for the guidance, cooperation, and support received from various departments and agencies of the Central and State Governments and regulatory authorities.

The Directors acknowledge and appreciate the dedication, commitment, and hard work of all employees at every level, which continues to be the cornerstone of the Company's progress.

	On behalf of the Board of Directors
	Dwarikesh Sugar Industries Limited
	B J Maheshwari	Vijay S Banka
Place: Mumbai	Managing Director & CS cum CCO	Managing Director
Date: May 22, 2025	(DIN: 00002075)	(DIN: 00963355)