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

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)

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

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

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

Ý 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.

Ý 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.

Ý 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 :

(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 H383.03 crores, including H2.37 crores
from the sale of by-products (previous year: H589.11 crores
and H5.56 crores, respectively). The overall performance
of the distillery was adversely impacted by reduced cane
crushing operations.

Global Sugar Industry Scenario & Outlook

Ý 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.

Ý 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

Ý 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.

Ý 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.

Ý 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

Ý 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.

Ý 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.

Ý 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.

Ý 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.

Ý Domestic sugar prices remained subdued below
H38,000 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 H4,000 per quintal and are expected to remain
at elevated levels in the near term.

Ý 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.

Ý 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.

Ý 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.

Ý The sugar industry has also been consistently
advocating for an increase in the Minimum Selling
Price (MSP) of sugar, which has remained unchanged
at H3,100 per quintal for several years

Ý 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.

Ý 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.

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

Ý Minimum Selling Price (MSP): The government
has fixed the MSP of sugar at H3,100 per quintal.
However, the industry has consistently advocated for
an upward revision in light of rising input and cane
procurement costs.

Ý 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.

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

Ý 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.

Ý 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

Ý 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.

Ý 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.

Ý 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.

Ý 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.

Ý 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 H5.50 per quintal.

Ý 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.

Ý 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 :

Ý 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.

Ý The EBITDA for FY 2024-25 stood at H11,991 lakhs,
representing a 45% decline from H21,662 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.

Ý The earnings before tax (EBT) for FY 2024-25
amounted to H5,246 lakhs, a significant decline from
H14,399 lakhs in the previous fiscal year, despite a
reduction in finance costs & other expenses

Ý Earnings after tax (EAT) for FY 2024-25 stood at
H2,334 lakhs, compared to H8,352 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:

Ý 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.

Ý 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.

Ý 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.

Ý 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.

Ý 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

Ý 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.

Ý 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.

Ý 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 H300 crores. The company enjoys the
highest internal rating of A1 accorded by PNB.

Ý 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.

Ý Long-Term Debt Profile: During the fiscal year, the
company fully repaid the Soft Loan 2018 of H134.48
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 H147.45 crore.
This includes H17.53 crore relating to the H116.88
crore term loan for the DN distillery unit, and H129.92
crore pertaining to the H185.60 crore loan for the DD
distillery unit. All term loans have been secured at
subsidized rates of interest.

Ý 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 H305 per quintal for SS 2023-24, the same
stands increased to H315 per quintal again linked to a recovery of 10.25%. The same has now been increased from
H340 for SS 2024-25 to H355 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:

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 H0.50/- per equity share of the face value of H1/- 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
H9,26,50,735/-.

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 H105 per equity
share, aggregating to H31.50 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
H54,00,00,000 (Rupees Fifty-Four Crores Only), divided
as follows.

Equity Share Capital:

H22,50,00,000 (Rupees Twenty-Two Crores Fifty Lakhs
Only), consisting of H22,50,00,000 (Rupees Twenty-Two
Crores Fifty Lakhs Only) Equity Shares of Re. 1 (Rupee
One) each.

Preference Share Capital:

H31,50,00,000 (Rupees Thirty-One Crore Fifty Lakhs Only),
consisting of 31,50,000 (Thirty-One Lakhs Fifty Thousand
Only) Preference Shares of H100 (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 H18,53,01,470 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

Ý 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

Ý 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

Ý 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.

Ý 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

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

B. Declaration by an Independent Director(s), Re¬
Appointment & 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 2024¬
25 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 Anti¬
Sexual 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 re¬
appointed 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)

1

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 H370 per quintal, delivered at the factory gate.