Market & News

(For the Year ended 31^st March, 2025)

To, The Members of

Dhampure Speciality Sugars Limited

Your Directors are pleased to present the 33^rd Annual Report, along with the Audited Standalone and Consolidated Financial Statement of the company for the year ended 31^st March, 2025.

FINANCIAL RESULTS

Standalone and Consolidated Financial Performance of the company are summarized below

(In Lakhs)

FINANCIAL HIGHLIGHTS

During the year under review total income of the Company was 3614.68 Lakhs as against Rs. 2299.64 Lakhs in the previous year. Total Expense of the Company during the year under review hereby 3304.33 Lakhs was as against 2261.77 Lakhs in the previous Year. Your Directors are putting in their best efforts to improve the performance of the Company.

STATEMENT OF AFFAIRS OF THE COMPANY

Dhampure Speciality Sugars Ltd is incorporated under the Companies Act, 1956 having registered office at Village-Pallawala, Tehsil-Dhampur, Bijnor, Uttar Pradesh-246761. The Company is listed at Bombay Stock Exchange.

During the year Company earned a Profit of Rs. 250.34 Lakhs.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY

There has been no change in the nature of business of the Company.

MATERIAL CHANGES

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31 March, 2025, and the date of this Report.

DIVIDEND

In order to conserve the resources of the Company and to plough back the profits for growth, The Board of Directors of the Company have decided not to recommend any dividend on the equity shares of the Company for the financial year ended March 31, 2025.

TRANSFER TO RESERVE

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

EXPORTS

During the year under review total export sale of the Company was Rs. 150.90 Lakhs as against Rs. 56.80 Lakhs in the previous year. Your directors are putting in their best efforts to improve the performance of the Company.

RESEARCH & DEVELOPMENT

Continuous efforts on R & D and Application Development activities are being made to expand the domestic and export markets particularly in Sugar Industry.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements, forming part of the Annual Report.

SHARE CAPITAL

As on 31st March, 2025, the paid-up share capital of the Company stood at 8,33,12,000

(Rupees Eight Crores Thirty-Three Lakhs Twelve Thousand only) divided into 83,31,200 equity shares of 10/- each.

During the financial year 2024-25, there was a change in the share capital of the Company pursuant to the conversion of 4,00,000 warrants into equity shares, resulting in an increase in the paid-up equity share capital.

Accordingly, the paid-up equity share capital of the Company increased from 7,93,12,000

(79,31,200 equity shares of 10/- each) to 8,33,12,000 (83,31,200 equity shares of 10/- each).

INFORMATION TECHNOLOGY

Your Company has been a forerunner in leveraging the benefits of Information Technology (IT) revolution for long. IT has been instrumental in enabling smoother, faster, and transparent processes across multiple divisions of the Companies major operations and activities. Details are given elsewhere in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of the Act and the SEBI Listing Regulations, the Consolidated Financial Statements of your Company were prepared in accordance with the applicable Ind AS and forms part of the Annual Report.

DETAILS OF SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES

As on 31 March, 2025, the company has Three wholly owned subsidiaries viz-a-viz Dhampur Green Private Limited, Sun Burst Services Private Limited and Nostalgic Foods Retail Private Limited.

In terms of the provisions of Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements of the Company, along with other relevant documents and separate audited accounts of the subsidiaries, are available on the website of the Company, at the link: viz. https://www.dhampurgreen.com/pages/investor-relations/

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules 2014, a report on the performance and financial position of the Subsidiary Company as per Companies Act, 2013 is given in the Form AOC-1 as ‘Annexure 4' and forms an integral part of this Report.

Audited Financial Statement for the subsidiary Company for FY 2024-25 have been placed on the website of the Company at https://www.dhampurgreen.com and are available for inspection at the Company's registered office.

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable to the Company.

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Subsidiary Company as on 31st March 2024 in Form AOC-1 is annexed to this Report as ‘ANNEXURE -4'.

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

The information on conservation of energy, technology absorption and foreign exchange earnings outgo pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies

(Accounts) Rules, 2014 is annexed as ‘Annexure-3' to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.

LISTING OF SHARES

The Company Shares are listed on Bombay Stock Exchange Limited (BSE) as on 13/08/1996, The annual listing fees for F.Y. ended on 31 March, 2025 has been paid.

CORPORATE GOVERNANCE REPORT

As required under Regulation 34 read with Schedule V of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called "the Listing Regulations"), a separate report on Corporate Governance is enclosed as ‘Annexure - 7' a part of this Annual Report,

A duly certified report on Corporate Governance by JLN US & Co., Chartered Accountants, the Auditors of the Company, confirming the compliance of the conditions of Corporate Governance.

DIRECTORS

Presently, the Company's Board comprises 4 (Four) Directors. Besides the Chairman and Managing Director, who are Executive Promoter Directors, the Board has 1 (One) Non- Executive Director and 2 (Two) Non-Executive Independent Directors.

During the financial year 2024-25, Mr. Mohd Arshad Suhail Siddiqui , Independent Non- Executive Director (DIN: 06675362) and Mr. Ajay Goyal (Independent Non-Executive Director) (DIN: 02323366) as independent Directors of the Company.

Mrs. Praveen Singh is liable to retire by rotation making herself eligible to be re-appointed on the Board.

Brief resume of the abovementioned Directors being re-appointed, nature of expertise in specific functional areas, detail of Directorship in other companies, membership / chairmanship of committees of the board and other details, as stipulated under Regulation 36(3) of SEBI LODR and Secretarial Standards issued by The Institute of Company Secretaries of India, are given in the Notice forming part of the Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).

Independent Directors are familiarized with their roles, rights and responsibilities as well as with the nature of industry and business model through induction program at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the directors from time to time.

KEY MANAGERIAL PERSONNEL'S

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached which forms part of this report.

The Board, on the recommendation of the Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration paid to the Directors and the Senior Management is as per the Managerial Remuneration Policy of the Company. Brief details of the Managerial Remuneration Policy are provided in the Corporate Governance Report. The Nomination & Remuneration Policy can be accessed at https://www.dhampurgreen.com/pages/investor- relations/ under Policies Codes.

BOARD MEETING

A calendar of Meetings is prepared and circulated in advance to the Directors.

The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.

BOARD EVALUATION

In compliance with the Companies Act, 2013 and Regulation17 of Listing Regulations the Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. The evaluation criteria Company accessed at https://www.dhampurgreen.com/pages/investor-relations/ under Policies Codes.

COMPOSITION OF COMMITTEES

As on 31^st March, 2025, the Audit Committee of the Company comprises the following directors:

As on 31^st March, 2025, the Nomination & Remuneration Committee of the Company comprises the following directors:

As on 31^st March, 2025, the Stakeholder Relationship Committee of the Company comprises the following directors:

STATUTORY AUDIT:

M/s JLN US & Co., Chartered Accountant (Regn No. 101543W) was re-appointed as Statutory Auditors of the Company at the 30^th Annual General Meeting and shall continue to be Statutory Auditors of the Company till the conclusion of 35th Annual General Meeting to be held for the FY 2026-27.

STATUTORY AUDITORS' REPORT

The report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company had appointed M/s Uma Verma & Associates, to conduct secretarial audit of the Company for the financial year ended 31st March, 2025. The Report of M/s. Uma Verma & Associates in terms of Section 204 of the Act is provided in the ‘ANNEXURE - 1' forming part of this Report. The observations (including any qualification, reservation, adverse remark or disclaimer) are self- explanatory.

ANNUAL SECRETARIAL COMPLIANCE REPORT & OTHER REPORTS

A Secretarial Compliance Report for the financial year ended 31^st March 2025, on compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under was obtained from M/s. Uma Verma & Associates., Secretarial Auditors, and submitted to the stock exchange.

In line with the Circular dated February 08, 2019 issued by the Securities and Exchange Board of India, Annual Secretarial Compliance Report for the year ended 31^st March, 2025, confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines by the Company was issued by M/s Uma Verma & Associates, Practicing Company Secretaries and filed with the Stock Exchanges.

INTERNAL AUDIT

During the Financial year ended 31^st March 2025, your Company has engaged the services of M/s. Ankit Bahuguna, Cost and Management Accountants, as Internal Auditors to carry out the Internal audit of the Company. The reports of the Internal Auditors, along with comments from the management are placed for review before the Audit Committee. The Audit Committee in consultation with the Statutory Auditor also scrutinizes the audit plan and the adequacy of Internal controls.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

COST RECORD

Section 148(1) of the Companies Act, 2013 with respect to maintenance of Cost records is not applicable to your Company.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

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

ii. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31^st March, 2025 and of the profits of the Company for the year ended on that date.

iii. Proper and sufficient care has been taken 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;

iv. The annual accounts of the Company have been prepared on a going concern basis.

v. Proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively.

vi. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

The Company's Internal Auditors have conducted periodic audits to provide reasonable assurance that the Company's established policies and procedures have been followed.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE & POLICY

The Company is not falling under the Section 135 of the Companies Act. So, the applicability of Corporate Social Responsibility is not applicable on the Company. Hence, there is no requirement to formulate CSR Policy.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Our Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Based on the deliberation with Statutory Auditors to ascertain their views on the financial statements including the Financial Reporting System and Compliance to Accounting Policies & Procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the Internal Control and System followed by the Company.

RISK MANAGEMENT POLICY

The Company has duly approved a Risk Management Policy. The Company has an effective risk management procedure, which is governed at the highest level by the Board of Directors, covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Company's objectives or threatens its existence.

The Risk Management Policy of the Company can be accessed at https://www.dhampurgreen.com/pages/investor-relations/ under Policies Codes.

VIGIL MECHANISM POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI LODR, your Company has a Vigil Mechanism namely, Whistle Blower Policy for directors, employees and business partners to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of your Company's Code of Conduct or ethics policy.

The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Vigil Mechanism Policy can be accessed at https://www.dhampurgreen.com/pages/investor- relations/ under Policies Codes.

ANNUAL RETURN

According to the provisions of Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, The draft Annual Return of the Company in Form MGT-7 has been placed on the Company's website under the head ‘Investor Relations' at https://www.dhampur.com/investor/financials .

RELATED PARTY TRANSACTIONS

Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this policy from time to time and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The Committee approves the related party transactions and wherever it is not possible to estimate the value, approves limit for the financial year, based on best estimates. All the related party transactions of the Company are reviewed by the Audit Committee and presented to the Board on a quarterly basis. These transactions were at arm's length basis and in the ordinary course of business and follow the provisions of Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 and Listing Regulations. There were no materially significant related party transactions entered into by the Company. Hence Form AOC-2 under these rules is not applicable to the Company. The disclosures relating to related parties are explained in Note in the Notes to Accounts attached to the Balance sheet. The policy of the Company on Related Party Transactions can be accessed at https://www.dhampurgreen.com/pages/investorrelations/ under Policies Codes.

INDIAN ACCOUNTING STANDARDS (IND AS), 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

SYSTEM

The Company's shares are available for dematerialization with National Securities depository Ltd. (NSDL) and Central Depository Services (I) Ltd. (CDSL). 97.87% of the total shareholding of the Company was held in dematerialized form as on 31st March 2025.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has a policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH') and the rules framed thereunder with the objective of providing a safe working environment to all the team members, free from discrimination on any ground and from harassment at workplace including sexual harassment. All employees including subsidiaries (regular, temporary, ad - hoc, contractual, probationers and trainees) are covered under this policy. The policy is gender neutral. An internal Complaints Committee has been setup to redress complaints received regarding sexual harassment at various workplaces in accordance with POSH. The Committee constituted in compliance with POSH ensures a free and fair enquiry process within time limit prescribed in the policy for resolution. During the year under review, the Company had not received any complaint on sexual harassment and no complaint was pending as on 31^st March, 2025.

The table below provides details of complaints received/disposed during the financial year 2024-25:

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the period under review, there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISION RELATING TO THE MATERNITY BENEFIT ACT 1961

During the period under review, Company has duly complied with the applicable provisions of Maternity Benefit Act, 1961 pertaining to the requirements regarding maternity leave, benefits and other relate entitlements for eligible women employees.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") forms part of this as ‘ANNEXURE - 6' of this Annual Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 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 - 2' to this Report.

The Board of Directors wishes to thank all employees for their contributions to the Company's operations throughout the year. The Company's growth has been aided by the collective spirit of cooperation among all levels of personnel, as well as their sense of ownership and devotion.

STATUTORY STATEMENTS

a. Secretarial Audit Report: Annexure - 1A

b. Secretarial Audit Report of M/s. Nostalgic Foods Retail Private Limited (Material Subsidiary Company): Annexure - 1B

c. Details pertaining to remuneration as required under section 197 of the companies act,

2013 read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules, 2014: Annexure - 2

d. Energy conservation, technology absorption and foreign exchange inflow/outgo pursuant to section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Account) Rules, 2014: Annexure - 3

e. Statement containing salient features of the financial statement or subsidiaries or associate companies or joint ventures (AOC-1): Annexure - 4

f. Certificate by Managing Director and Chief Financial Officer of the company under regulation 17(8) of SEBI (LODR) regulations, 2015: Annexure - 5

g. Management Discussion and Analysis Report: Annexure - 6 h. Corporate Governance report: Annexure - 7

UNPAID DIVIDEND & IEPF

Neither was the Company required to, nor has the Company transferred any amount to the Investor Education & Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

REPORTING OF FRAUDS

During the year under review, none of the Auditors of the Company have reported any fraud as specified under Section 143(12) of the Act.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.