To the members

DHAMPUR SUGAR MILLS LIMITED

The Directors have pleasure in presenting the Eighty Eighth Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2023.

Financial Results (R in Crores)

Dividend and its Distribution Policy

During the year, the Company declared and paid interim dividend of 60% i.e R 6.00 per Equity Share of R10 each ( aggregate of 50% i.e., R5.00 per Equity Share of R10 each and a Special Dividend of 10% i.e. R1.00 Per Equity Share of R10 each of the Company on successful commissioning of new distillery project ) on 6,63,87,590 Equity Shares.

The interim dividend declared by the Board of Directors is proposed to be confirmed as final 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_14022022_0d4417f2c9.pdf

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

In terms of the provisions of section 124(6) of Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, there was no unpaid / unclaimed dividend to be transferred during the year under review to the Investor Education and Protection Fund. The details of Unclaimed Dividend and disclosure with respect to Investor Education and Protection Fund forms part of Corporate Governance Report.

Reserves and Surplus

The Company has earned Net Profit after tax of R150.30 Crores for the year ended March 31, 2023, which has been added to Retained Earnings. During the year under review, the Company has transferred R0.33 crores to Molasses Reserve Fund, which is also stated in the notes to Financial Statements.

Operational Performance

The key operational data of the Company is as under:

Sugar operations at a glance

Co-generation operations at a glance:

Ethanol operations at a glance:

Chemical operations at a glance:

Potable Spirits

Company's Performance during the Financial Year 2022 - 23

The State of the Company's Affairs/ Performance during the Financial Year 2022-23 has been explained in detail in Management Discussion and Analysis Report which forms an integral part of this report.

Subsidiary; Associate & Joint Venture Companies

As on March 31, 2023, the Company has 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 R212.04 Crores as against previous year of R78.81 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 R1.14 crores as against Nil turnover in previous year.

Audited Financial Statements for the subsidiaries for Financial Year 2022-23 have been placed on the website of the Company i.e., https://dhampursugar.com/investors/ financial-performance and are available for inspection at the Company's registered office and at the registered office of the Subsidiary Companies.

Dhampur International Pte Limited and Dhampur Bio Organics Limited, ceased to be subsidiaries of the Company consequent to approval of Scheme of Arrangement by Hon'ble National Company Law Tribunal, Allahabad Bench vide its order dated April 27, 2022, which became effective from May 03, 2022.

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 annexed as Annexure 2.

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 https://dhampursugar.com/investors/ financial-performance

Share Capital

The paid-up Equity Share Capital of the Company as at March 31, 2023 stood at R66,38,75,900 (Rupees Sixty Six Crores Thirty Eight Lakhs Seventy Five Thousand and Nine Hundred Only) i.e 66387590 Equity shares of R10 each.

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.

Scheme of Arrangement

Pursuant to order dated April 27, 2022 (the "Order"), of Allahabad Bench of the NCLT, which approved the Scheme of Arrangement ("the Scheme") between Dhampur Sugar Mills Limited ("Demerged Company") and Dhampur Bio Organics Limited ("Resulting Company") and their respective shareholders and creditors for demerger of manufacturing units of Sugar, chemicals and co-generation of the Demerged company situated at Asmoli, District Sambhal, Mansurpur, district Muza_arnagar and Meerganj, district Bareilly (collectively referred to as "Demerged Undertakings") from Demerged Company into Resulting Company with effect from Appointed Date i.e. April 01, 2021. The Scheme became effective on May 03, 2022. The Company has given effect to the Scheme in the financial statements for the year ended March 31, 2022.

Consequent upon demerger, the GVG Promoter Group and GTG Promoter Group ( as defined in the Scheme of Arrangement have exchanged the shares based on the option exercised by them. Accordingly reclassification of Promoters is under process. Further, the erstwhile Chairman, Joint Managing Director and Joint Chief Financial Officer also resigned from the Company as per details below.

Directors and Key Managerial Personnel

Pursuant to the resignation of Mr. Vijay Kumar Goel, Chairman, Mr. Ashok Kumar Goel, Vice Chairman of the Company was designated as Chairman of the Company with effect from May 4, 2022.

Re-appointment of Mr. Ashok Kumar Goel as Chairman and Mr. Gaurav Goel as Managing Director of the Company was approved by the shareholders in their meeting held on September 14, 2022.

Mr. Vijay Kumar Goel, Chairman, Mr. Gautam Goel, Managing Director, Mr. Sandeep Kumar Sharma, Whole Time Director and Mr. Ashwani Kumar Gupta, Non Executive Independent Director, resigned from the directorship of the Company with effect from May 4, 2022.

Mr. Nalin Kumar Gupta, Joint Chief Financial Officer resigned with effect from May 4, 2022.

Ms. Nandita Chaturvedi, Non-Executive Independent Woman Director resigned with effect from July 27, 2022.

Mr. Akshat Kapoor was appointed as Additional Director (designated as Whole Time Director) of the Company with effect from May 4, 2022 and ceased to be Whole Time Director with effect from July 27, 2022 consequent upon his resignation.

Mr. Anant Pande was appointed as Chief Executive Officer with effect from July 1, 2022. He was also appointed as Whole Time Director of the Company with effect from July 27, 2022.

Ms. Pallavi Khandelwal was appointed as Non-Executive Independent Woman Director of the Company with effect from July 27, 2022. She was informed about her role and responsibilities and was given an overview of business, operations and business model of the Company including other Directors.

The Board has duly considered the integrity, expertise and experience including the proficiency of Ms. Pallavi Khandelwal while considering her appointment as Non Executive Independent Director with details as under :

Expertise : Ms Pallavi is an Entrepreneur Art Consultant provides art consultancy services to major architects, interior designers, and Corporates.She is part of Foundation for Indian ontemporary Art (FICA), a non-profit organization.

Experience: 25 Years.

The appointment of Ms. Pallavi Khandelwal as Non-Executive Independent Director and Mr. Anant Pande as Whole Time Director was approved by the shareholders in their meeting held on September 14, 2022.

Mr. Gaurav Goel will retire by rotation at the ensuing Annual General Meeting and, being eligible has offered himself for re-appointment.

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

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. Mahesh Prasad Mehrotra • 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(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 that period.

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 2022-23. Detail of the Board Meetings and attendance at the meetings held during the Financial Year 2022-23 has been provided in the Corporate Governance Report, which forms part of this report.

Committees of the Board

The Board of Directors has following Committees:

Mandatory Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility (CSR) Committee

• Risk Management Committee.

The detail of the Committees alongwith their composition, number of meetings 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 Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended), the Company has a Corporate Social Responsibility ("CSR") Committee.

The composition of CSR committee is as under:

• Mr. Ashok Kumar Goel, Chairman

• Mr. Gaurav Goel, Member

• Mr. Mahesh Prasad Mehrotra, Member

The details of committee meetings held during the year are provided in the Corporate Governance Report.

The CSR Policy of the Company as approved by the Board can be accessed on the Company's website at the following web-link: https://api.dhampursugar.com/uploads/CSR_Policy_ updated_2022_e7aeb73f1c.pdf

>In terms of the provisions of Section 135 of Companies Act, 2013 read with amended Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities in the format prescribed is annexed as Annexure 3 to this report.

Non-Mandatory Committee

Management Committee :

The Committee carries out management functions of the Company as decided by the Board. The Committee met eight times during the Financial Year. The details of the Committee along with its composition has been provided in the Corporate Governance Report forming part of this report.

Public Deposits

I. Accepted during the year: R 4,59,31,000/- II. Paid during the year: R 14,74,18,000/-

III. Remained 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:

The Board of Directors in its meeting held on May 07, 2023 decided not to continue the Fixed Deposit scheme w.e.f May 08, 2023.

Deposits not in compliance with Chapter V of the Act

The Company is in compliance with all the applicable provisions of the Companies Act, 2013.

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 Financial Statements, wherever applicable.

Related Party Transactions

All the transactions carried out with related parties during the year under review were duly approved by the Audit Committee and are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

There are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict of interest with the Company.

The Related Party Transactions Policy as approved by the Board has been uploaded on the Company's website i.e. https://dhampursugar.com/investors/policies

Your directors draw attention of the members to note no. 41 of the Standalone Financial Statements which sets out related party disclosures.

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and are not material in nature and thus disclosure in Form AOC-2 in terms of Section 134 of Companies Act, 2013 is not required.

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 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 March 31, 2023, 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.

Cost Accounts and Cost Auditors

The Cost Records required under Section 148 of the Companies Act, 2013 and rules made thereunder are maintained in compliance with the provisions. Mr. S. R. Kapur, (Cost Accountant, Meerut), Cost Auditors of the Company have duly submitted the Cost Audit Report for the period under review. The Cost Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors has on the recommendation of Audit Committee re-appointed Mr. S.R. Kapur, Cost Accountant, Meerut as Cost Auditors to audit the Cost Accounts of the Company for the Financial Year 2023-24. As required under the Companies Act, 2013 and rules made thereunder, the remuneration payable for the Financial Year 2023-24 to Cost Auditors is required to be placed before the members in ensuing Annual General Meeting for its ratification. Accordingly, resolution seeking members approval for the remuneration payable to Mr. S. R. Kapur, is included in the Notice convening Annual General Meeting of the Company.

Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Company has appointed "Ernst and Young, LLP", Chartered Accountants as Internal Auditors for carrying out the internal audit of the Company for the Financial Year 2023-24.

Internal Financial Control

The Company's Internal Control system with reference to the financial statements is adequate and commensurate with the nature of its business and the size of its operations. Periodic audits and checks are conducted and the controls to prevent, detect and correct irregularities in the operations have been laid down by the Company.

Secretarial Auditors and Secretarial Audit Report

The Company has appointed M/s. GSK & Associates, Company Secretaries to undertake the Secretarial Audit of the Company, in terms of the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder. The Secretarial Audit Report is annexed as Annexure 5 and forms an integral part of this report. There is no qualification in the secretarial audit report for the financial year under review.

Annual Secretarial Compliance Report as required under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended is also annexed as Annexure 5A and forms part of this report.

Details in respect of fraud reported by Auditors other than those which are reportable to the Central Government

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.

Credit Rating

Details of Credit Ratings assigned to the Company are given in the Corporate Governance Report forming part of this report.

Material Changes and Commitments affecting Financial Position of the Company

The Company completed and commissioned the expansion of its distillery capacity by 130 KLPD on "C" heavy molasses at its unit located at Dhampur, Distt. Bijnor, Uttar Pradesh on February 5, 2023. With the expansion, the distillery capacity of the Company now stands at 350 KLPD and the ethanol production of the Company has increased. This will strengthen the financial position of the Company.

Sustainable Growth

Your Company continues to operate in the area of renewable energy in the form of biomass based cogeneration of power and enhanced production of ethanol for ethanol blending programme.

The Company is committed to sustainable development of the areas where it operates and growth of local communities. Towards its journey of sustainable growth, the Company is focused on environment protection. Its initiatives towards Zero Liquid Discharge (ZLD) by installing various equipment have resulted in substantial reduction/elimination of air/ water pollution near its plants.

The Company is an equal opportunity employer.

By way of its CSR initiatives, the Company derives plan for farmer awareness to reduce water consumption for sugarcane irrigation through modern agricultural techniques. The Company has also joined hands with renowned organisations for rain water harvesting/water rejuvenation and health care programmes in rural areas. The Company continues to remain committed towards rural education.

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 a separate section on Corporate Governance practices followed by the Company, together with a 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 framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. Details of this policy are set out in the Corporate Governance Report which forms a part of this Report. The Nomination and Remuneration policy is in consonance with the existing policy of the Company.

The Nomination and Remuneration Policy as approved by the Board is placed on the Company's website i.e., https:// dhampursugar.com/investors/policies

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 an evaluation of every Director's performance. The Directors expressed satisfaction with the evaluation process and results thereof.

Risk Management Policy

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.

The Risk Management Policy as approved by the Board is uploaded on the Company's website at https:// dhampursugar.com/investors/policies

Vigil Mechanism/Whistle Blower Policy

The Company has formulated Vigil Mechanism /Whistle Blower Policy for Directors and Employees in order to keep high standards of ethical behavior and provide safeguards to whistle blower.

The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Company's website at https:// dhampursugar.com/investors/policies

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed during the year 2022-23.

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

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 (3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure 4 and forms an integral part of this report.

Annual Return

According to the provisions of Section 92(3) of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014, the draft of Annual Return of the Company in Form MGT -7 has been placed on the website under the head ‘Shareholders Meeting' at https:// www.dhampursugar.com/investors/shareholders-meeting.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future

There was no such order passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Di_erence between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is Not Applicable.

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

There was no such application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

Business Responsibility and Sustainability Report

Securities Exchange Board of India vide its circular dated May 10, 2021, made Business Responsibility and Sustainability Report mandatory for the top 1,000 listed companies (by market capitalization) from Financial Year 2022-23. The report required forms an integral part of this Report and is annexed as Annexure 6.

Human Resources and Industrial Relations

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has structured induction process at all locations and management development programs to update skills of managers. Industrial relations remained cordial and harmonious during the year.

Particulars of Employees

The disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 1 and forms an integral part of this Report. A statement furnishing the names of Top Ten employees in terms of remuneration drawn and persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and their shareholding, relation with any Director, wherever applicable, is annexed as Annexure 7 and forms an integral part of this Report. In line with the provisions of Section 136 of the Companies Act, 2013, the above annexure is not being sent along with this Annual Report to the Members of the Company. Members who are interested in obtaining these particulars may write to the Company Secretary at the registered office of the Company, twenty-one days before and up to the date of the ensuing Annual General Meeting during the business hours.

Acknowledgement

Your Directors place on record their acknowledgement and sincere appreciation to the shareholders for their confidence in the management of the Company, the Central Government, the State Government, Banks and Financial Institutions for their continued support, the cane growers for their efforts in ensuring timely cane supply, the Company's employees for their relentless and dedicated efforts, resulting in the Company's growth and look forward to a bright future.

For and on behalf of the Board of Directors