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Director's Report

Dalmia Bharat Sugar & Industries Ltd
Industry :  Sugar
BSE Code
ISIN Demat
Book Value()
500097
INE495A01022
399.6214029
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
DALMIASUG
8.97
3439.52
EPS(TTM)
Face Value()
Div & Yield %
47.4
2
1.41
 
As on: Jun 15, 2025 05:34 AM

Directors' Report

Dear Members,

Your Directors' have pleasure in presenting their 73rd report on the operations and business performance of Dalmia Bharat Sugar and Industries Limited ("DBSIL"/ "Company") along with the audited Financial Statements for the financial year 2024-25.

Financial Highlights

(Rs. in Crore)

Particulars

FY (2024-25) FY (2023-24)

Total Income

3,820 3,028

EBIDTA

544 540

Less:- Interest & Financial Charges

63 50

PBDT

481 490

Less:- Depreciation

131 127

PBT

350 363

Less:- Tax

Current Tax

9 94

Deferred Tax

(39) (3)

Tax from earlier years

(7) 0

Profits after tax

387 272

Add:- Surplus brought forward

2,412 2,178

Balance available for appropriation

2,799 2,451

Appropriations

Dividend

49 38

Balance carried Forward

2,750 2,412

Operational and Business Performance

The Company has been outstanding in terms of financial results. The key contributing factors are -

A) The Company successfully -

• Restored the capacity of Baghauli plant to 3500 TCD, which was acquired in December 2023 under Insolvency and Bankruptcy Code.

• Stabilized the expanded capacity of Jawaharpur grain-based distillery capacity of 250 KLPD.

• Expanded the Nigohi Plant capacity to 10500 TCD from existing 9250 TCD.

B) Better sugar sales volume and improved sugar realization.

C) Sugar exports permitted during the year.

D) Higher distillery sales volume due to expanded capacity of grain distillery.

The Company is committed to further strengthen its inherent strengths developed over the period with tremendous focus on automation of manufacturing processes and better utilization of Information Technology into operations leading to generating sustained profitability and enhancing stakeholders' value and employee skill development activities.

Financial milestones:

Revenue

Rs. 3,820 Crore As 26% YoY

Sugar sales volume

6 LMT 43% YoY

Average sugar sales realization

Rs. 38/- per Kg 3% YoY

Highest ever Distillery sales volume

18 Crore Liters 2% YoY

Further, the working results for key businesses are attached and marked as Annexure - 1 and forms part of this report.

Management Discussion and Analysis Report

Management Discussion and Analysis of financial performance and results of operations of the Company for the year under review, as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), giving detailed analysis of the overall industry structure, economic developments, performance and state of affairs of the Company's business and material developments during the financial year 2024- 2025 is provided in a separate section and forms part of the Annual Report.

The Company continued to be engaged in the same business during the financial year 2024-25. There were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.

Scheme of Amalgamation of Baghauli Sugar and Distillery Limited into Dalmia Bharat Sugar and Industries Limited

During the year under review the Board of Directors of the Company had in its meeting held on May 14, 2024, approved the Scheme of Amalgamation of Baghauli Sugar and Distillery Limited with Dalmia Bharat Sugar and Industries Limited and their respective shareholders and creditors, in accordance with Sections 250 to 252 of the Companies Act, 2015, with effect from Appointed Date of April 01, 2024.

The rational of the Scheme of Amalgamation was as under: -

(a) the consolidation of business would lead to efficient and economical cost management, cost savings, pooling of resources, optimum utilisation of resources, rationalisation of administrative expenses/services;

(b) the single entity, i.e., DBSIL would have increased capability for offering products by virtue of its enhanced resource base, resulting in better business potential and prospects for the merged entity;

(c) the proposed Scheme would augment the manufacturing footprint and capabilities of DBSIL, by increasing the scale of manufacturing operations;

(d) the consolidation of businesses under a single entity and brand, i.e. DBSIL, would lead to synergies in operational process and logistics alignment, creating better synergy, better utilisation of human resources and further development and growth;

(e) thus, this Scheme, as envisaged, was in the interest of the shareholders, creditors, employees, and other stakeholders of each of the Companies by pursuing a focused business approach under a single entity, thereby resulting in overall maximization of value creation of all the stakeholders involved.

The Scheme of Amalgamation as approved by the Board of Directors was submitted with the Stock Exchanges for the purpose of disclosure in terms of Regulation 57 of the SEBI Listing Regulations. Upon the Company Scheme Application, the Hon'ble National Company Law Tribunal, Chennai Bench ("NCLT") granted dispensation from convening meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors vide its order dated November 14, 2024. The Company then submitted Company Petition before the NCLT for approval of the Scheme of Amalgamation and the NCLT vide its order dated April 25, 2025 has approved the Scheme of Amalgamation. Baghauli Sugar and Distillery Limited has accordingly been amalgamated with the Company with effect from the Appointed Date, i.e., April 01, 2024. The financial statements have accordingly been prepared giving impact of the Amalgamation of Baghauli Sugar and Distillery Limited.

Scheme of Arrangement

The Scheme of Arrangement between Dalmia Bharat Sugar and Industries Limited and Dalmia Bharat Refractories Limited ('DBRL') and their respective shareholders, with respect to demerger of Dalmia Magnesite Corporation ("DMC") and Govan Travels ("GT"), the units of the Company, into DBRL, was approved by the Board of Directors of the Company at its meetinq held on February 02, 2024.

The Scheme of Arrangement as approved by the Board of Directors was filed with the BSE Limited and National Stock Exchange of India Limited in terms of Regulation 57 of the SEBI Listing Regulations for their no objection to the Scheme of Arrangement. The BSE Limited and National Stock Exchange of India Limited gave their observation letter on the Scheme of Arrangement on July 50, 2024 and August 02, 2024, respectively.

Further thereto, the Company submitted the Company Scheme Application with the Flon'ble National Company Law Tribunal, Chennai Bench ("NCLT"). The NCLT vide its order dated December 20, 2024 directed meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors to be convened on February 08, 2025. As per directions, meetings were convened on February 08, 2025 and the Scheme of Arrangement was approved by the Equity Shareholders, Secured Creditors and Unsecured Creditors. The Company then submitted Company Petition before the NCLT for approval of the Scheme of Arrangement which is pending before the NCLT.

Dividend

The Board of Directors has, at its meeting held on May 15, 2025, recommended a final dividend of Rs. 1.50 (75%) per equity share of the face value of Rs. 2/- for the FY 2024- 25, having considered various financial and non-financial factors prevailed during the year, in terms of the Dividend Distribution Policy of the Company. The dividend shall be paid upon approval by the members at the Annual General Meeting to all the shareholders/beneficial owners whose names appear in the Register of Members/Beneficial Owners maintained with depositories as on the Record Date, i.e., June 50, 2025. The dividend shall be paid to the shareholders after deduction of applicable tax at source.

During the year under review, the Board of Directors of the Company had, at its meeting held on February 11, 2025, declared an Interim dividend of Rs. 4.50 (225%) per equity share of the face value of Rs. 2/- for the FY 2024- 25. The interim dividend was paid to the shareholders on February 28, 2025.

During the previous FY 2025-24, the Company had paid a dividend of Rs. 5/- (250%) to its shareholders as compared to a total dividend of Rs. 6/- (500%) paid/recommended for the year under review.

The Dividend Distribution Policy of the Company is available at the website of the Company at https:// www.dalmiasugar.com/wp-content/uploads/2025/05/ Dividend-Distribution-Policy.pdf.

Transfer to General Reserves

Your Directors' have not proposed transfer of any amount to the General Reserve for the year under review.

Subsidiaries, Associates and Joint Venture Companies

In terms of the SEBI Listing Regulations, as amended from time to time, the Company's Policy for determining Material Subsidiary may be accessed at https://www. dalmiasugar.com/wp-content/uploads /2025/02/ Policy-for-Determination-of-Materialiaty-of-Events.pdf

The Company has no Associates or Joint Venture companies or Subsidiary Companies. Baghauli Sugar and Distillery Limited, the wholly owned subsidiary of the Company, has been merged with the Company effective from April 01, 2024 in terms of the NCLT Order dated April 25, 2025.

Financial Statements

The Financial Statements of the Company prepared on standalone basis including all other documents required to be attached thereto are placed on the Company's website at www.dalmiasugar.com. Any member desirous of obtaining a copy of these documents may write to the Company Secretary in terms of Section 156 of the Companies Act, 2015.

Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Companies Act, 2015, Shri Bharat Bhushan Mehta, Director (DIN: 00006890) and Shri Thyagrajan Venkatesan (DIN: 00124050), are liable to retire by rotation at the forthcoming Annual General Meeting of the Company and they have offered themselves for reappointment. The Board of Directors recommends their reappointment.

All the Independent Directors of the Company, namely Shri Rajeev Bakshi, Smt. Amita Misra and Shri Neeraj Chandra have given declaration(s) that they meet the criteria of independence.

The first term of Shri Rajeev Bakshi as an Independent Director of the Company is completing on February 04, 2026. He has been recommended by the Nomination and Remuneration Committee and the Board of Directors on the basis of performance evaluation, and is accordingly proposed to be re-appointed as an Independent Director for the second term of five consecutive years by the shareholders at the forthcoming Annual General Meeting.

In terms of Section 205 of the Companies Act 2015, Shri Gautam Dalmia, Managing Director, Shri Pankaj Rastogi, Whole Time Director and Chief Executive Officer, Shri Piyush Gupta, Chief Financial Officer and Ms. Rachna Goria, Company Secretary, hold the positions as Key Managerial Personnel of the Company as on March 51, 2025.

Board meetings

During the year under review, the Board of Directors of the Company met five times, i.e., on May 14 2024, August 02, 2024, October 28, 2024, February 02, 2025 and March 19, 2025. The Board meetings were conducted in due compliance with; and following the procedures prescribed in the Companies Act, 2015, SEBI Listing Regulations and applicable Secretarial Standards. Detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of the Annual Report.

Committees of the Board

During the year under review, the Board of Directors was supported by six Board level Committees viz. Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee and Finance Committee.

The details with respect to the composition and number of meetings held during the financial year 2024-25 and attendance of the members, terms of reference and other related matters of the Committees are given in detail in the Corporate Governance Report, which forms a part of the Annual Report. The recommendations made by the Committee(s) during the year under review have been accepted by the Board of Directors.

Annual Evaluation of Board's Performance and Performance of its Committees and of Directors

During the year under review, the annual evaluation of performance of the Board, Committees and individual Directors was carried out by the Independent Directors and the Board of Directors in compliance with the Companies Act, 2015 and SEBI Listing Regulations.

The Board's functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed inter-alia on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Directors were evaluated on various aspects such as attendance and contribution at Board/Committee meetings and guidance/support to the management outside Board/Committee meetings.

The performance of Non-Independent Directors, Board as a whole and the Chairman was evaluated in a separate meeting of Independent Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Based on the feedback of the Directors given by way of rating and analysis thereof and on due deliberations of the views and counter views, the evaluation was carried out in terms of the Nomination and Remuneration Policy and evaluation/assessment criterion for carrying out evaluation, circulated separately.

The evaluation confirmed thatthe Board and its Committees continued to operate effectively and the Directors had met the high standards professing and ensuring best practices in relation to corporate governance of the Company's affairs.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors, state that:

(a) in preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

(b) the directors have selected such accounting policies and applied them consistently and made judgements 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 period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) the directors have prepared the annual accounts 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 system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company lays down the constitution and role of the Nomination and Remuneration Committee. The policy has been framed with the following objectives:

(a) To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors of the Company;

(b) To ensure that appointment of directors, key managerial personnel and senior managerial personnel and their removals are in compliance with the applicable provisions of the Act and Listing Regulations;

(c) To set out criteria for the evaluation of performance and remuneration of directors, key managerial personnel and senior managerial personnel;

(d) To recommend policy relating to the remuneration of Directors, KMPs and Senior Management Personnel to the Board of Directors to ensure:

(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors to effectively and qualitatively discharge their responsibilities;

(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

(iii) to adopt best practices to attract and retain talent by the Company; and

(e) To ensure diversity of the Board of the Company.

The policy specifies the manner of effective evaluation of performance of Board, its Committees and individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. The Nomination and Remuneration policy of the Company can be accessed at https:// www.dalmiasugar.com/wp-content/uploads/2024/01/ Nomination-and-Remuneration-Policy.pdf

Particulars of remuneration of Directors, Key Managerial Personnel and Employees

The details relating to the ratio of the remuneration of each Director to the median employee's remuneration and other prescribed details in terms of Section 197(12) of the

Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached and marked as Annexure - 2 and forms part of this report.

A statement showing the names of the top ten employees in terms of remuneration drawn and other employees drawing remuneration in excess of the limits set out in Rules 5(2) and other particulars in terms of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and marked as Annexure -2A and forms part of this report.

Share Capital

During the year under review, there was no change in the Issued, Subscribed and Paid up equity share capital of the Company and it remained Rs. 16.18 Crore consisting of 8,09,39,303 equity shares of Rs. 2/- each.

Investor Education and Protection Fund

During the year under review, the Company has transferred Rs. 1,04,01,100.95 towards unclaimed dividend amount to Investor Education and Protection Fund and the Company has transferred 50046 equity shares of 80 shareholders to Investor Education and Protection Fund.

Annual Return

In terms of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been placed at www.dalmiasugar.com.

Corporate Governance Report

The Directors are committed to achieve the highest standards of ethics, transparency, corporate governance and continue to comply with the Code of Conduct for Directors and Senior Management Personnel. The endeavour is to enhance the reputation as a responsible and sustainable Company to attract and retain talents, customers, suppliers, investors and to maintain fulfilling relationships with the communities.

The strong corporate governance and zeal to grow has helped the Company to deliver the best value to the stakeholders. The Directors have always been positively cautious about the near term and optimistic about the medium and long term in view of the improved macro indicators for the economy, significant growth in public spending and focused execution plans.

The Corporate Governance Report of the Company for the financial year 2024-25 as per the SEBI Listing Regulations is attached hereto and forms part of the Annual Report.

Business Responsibility and Sustainability Report

Your Directors have provided Business Responsibility and Sustainability Report for the FY 2024-25, which is mandatoryfortop 1000 companies by market capitalization with effect from FY 2022-23 in terms of Regulation 34(2) of the SEBI Listing Regulations. Your Company is at 866 number as per average market capitalisation from July 01, 2024 to December 31, 2024. The Business Responsibility and Sustainability Report on the following nine principles forms an integral part of the Annual Report:

P1

Businesses should conduct and govern themselves with integrity in a mannerthat is ethical, transparent and accountable

P2

Businesses should provide goods and services in a manner that is sustainable and safe

P3

Businesses should respect and promote the wellbeing of all employees, including those in their value chains

P4

Businesses should respect the interests of and be responsive towards all its stakeholders

P5

Businesses should respect and promote human rights

P6

Businesses should respect, protect and make efforts to restore the environment

P7

Businesses when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent

P8

Businesses should promote inclusive growth and equitable development

P9

Businesses should engage with and provide value to their consumers in a responsible manner

Corporate Social Responsibility (CSR)

The Company has been following the concept of giving back and sharing with under privileged sections. The Corporate Social Responsibility of the Company is based on the principal of Gandhian Trusteeship.

The Company is working towards sustainable livelihood through various projects including inter-alia Gram Parivartan, Income Generating Activities and Skilling at DIKSHA Centres, and Social Infrastructure. The prime objective of the Corporate Social Responsibility policy is to hasten social, economic and environmental progress. We remain focused on generating systematic and sustainable improvement for local communities surrounding our plants and project sites.

The Corporate Social Responsibility Policy of the Company can be accessed at https://www.dalmiasugar.com/ wp- content/uploads/2023/02/DBSIL-CSR-Policy-03.02.23. pdf.

Pursuant to the said Policy, the Company has spent Rs.7,25,00,000/- (Rupees Seven Crore Twenty Five Lakh) towards corporate social responsibility activities during the financial year 2024-25 and no amount has been transferred to the Unspent Corporate Social Responsibility Account. The annual report on corporate social responsibility activities is attached and marked as Annexure - 3 and forms part of this report.

Related Party Transaction Policy and Transactions

All related party transactions entered during the year under review are on an arm's length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. The Company has appointed Dhruva Advisors, an independent agency, to review the related party transactions from arms' length pricing perspective which reviews the same and provides quarterly report to the Audit Committee.

All related party transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature except when the need for them could not be foreseen in advance.

During the year under review, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Company has formulated a policy on materiality and on dealing with Related Party Transactions. The Policy on Related Party Transactions was reviewed and revised during the year under review to align the same with changes in SEBI Listing Regulations. The policy can be accessed at https://www.dalmiasugar.com/wp- content /uploads/2025/02/Policy-on-Related-Party- Transactions.pdf

Risk Management

Your company has meticulously designed a robust Risk Management Framework to proactively identify, assess, and mitigate risks. This framework serves as a strategic shield, enabling the Company to navigate uncertainties effectively. Key features include:

• Risk Identification: Rigorous processes allow us to identify potential risks across various dimensions.

• Risk Assessment: Risks are evaluated based on their materiality, impact and likelihood, ensuring a comprehensive understanding.

• Risk Mitigation: Adequate measures are implemented to minimize adverse effects.

• Monitoring and Reporting: Regular monitoring ensures timely intervention, and transparent reporting keeps stakeholders informed.

The Risk Management Committee plays a pivotal role in overseeing risk-related activities. The Risk Management Committee periodically reviews the risks and the mitigation plan. Key responsibilities of RMC include:

• Policy Formulation: The Committee ensures the existence of a robust Risk Management Policy that guides risk mitigation efforts.

• Holistic Approach: It addresses a wide spectrum of risks, including strategic, financial, security (including cyber security), regulatory, legal, and reputational risks.

• Monitoring and Review: The Committee continuously monitors and reviews our risk management plan and processes. The framework and the system are reviewed from time to time to enhance their usefulness and effectiveness.

The Audit Committee oversees the risk management plan and ensures its effectiveness. There are no elements of risk which in the opinion of the Board may threaten the existence of the Company.

Whistle Blower Policy and Vigil Mechanism

In Compliance with the provisions of section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud, health, safety and environmental issues. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person for a genuinely raised concern.

The Whistle Blower Policy and Vigil Mechanism can be accessed at https://www.dalmiasugar.com/wp- content/uploads/2025/05/Whistleblower-Policy-and- Vigil-Mechanism.pdf

Adequacy of Internal Financial Controls

The Company has in place adequate internal financial control systems to commensurate with the size of operations. The policies and procedures adopted by the Company ensures the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, adequacy and completeness of the accounting records and timely preparation of reliable financial information. The entire system is complemented by internal audit conducted by external firm of Chartered Accountants as per the scope approved by the Audit Committee.

The internal auditors of the Company conduct regular internal audits as per approved annual audit plans; the Audit Committee reviews periodically the adequacy and effectiveness of internal control systems and takes steps for corrective measures whenever required. There are established Cause-Effect-Action (CEA) systems and escalation matrices to ensure that all critical aspects are addressed well in time.

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

Your Company is committed to ensuring that all are treated with dignity and respect. The Human Resource and the Legal & Secretarial department in collaboration with other functions, ensure protection against sexual harassment of women at workplace and for the prevention and redressal of complaint in this regard.

In line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, an Anti-Sexual Harassment Policy has been put in place and Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. No complaint has been received by ICC during the financial year 2024-25.

Loans, Guarantees, Security and Investments

Your Company has given loans and guarantees, provided security and made investments within the limits with the necessary approvals and in terms and accordance with the provisions of Section 186 of the Companies Act, 2013.

The particulars of such loans and guarantees given, securities provided and investments made are provided in the Financial Statements at note no. 45.

Energy Conservation, Technology Absorption and Foreign Exchange Transactions

A statement giving details of Energy Conservation, Technology Absorption and Foreign Exchange Transactions, is given in Annexure -4 and forms part of this Report.

Statutory Auditor and their report

NSBP & Co, Chartered Accountants (Firm Registration No. 001075N), Statutory Auditors of the Company hold office till the conclusion of Seventy Fifth Annual General Meeting of the Company to be held in 2027.

There is no qualification, reservation or adverse remark in their report on Financial Statements. The notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any comments and explanation. The Auditors have not reported any matter under Section 145 (12) of the Act during the year under review.

Cost Records and Auditor

The Company maintains the cost records with respect to its sugar and power business in terms of section 148 of the Companies Act, 2015 read with the Companies (Cost Records and Audit) Rules, 2014. M/s R. J. Goel & Co., Cost Accountants, were appointed as the Cost Auditors of the Company to conduct Cost Audit for the financial year 2024-25. They had submitted the Cost Audit Report for the financial year 2024-25 on August 28, 2024.

Your Directors have re-appointed M/s R.J. Goel & Co., Cost Accountants, New Delhi, as the Cost Auditors to conduct the cost audit for the financial year ended 2025- 26 at remuneration to be ratified by the shareholders at the forthcoming Annual General Meeting.

Secretarial Auditor and their Report

In terms of Regulation 24A of the SEBI Listing Regulations, the Board of Directors has recommended to the Shareholders, the appointment of Vikas Gera & Associates, a peer reviewed Secretarial Audit Firm, as Secretarial Auditor of the Company to conduct Secretarial Audit of the Company for a term of five consecutive years with effect from Financial Year 2025-26 till Financial Year 2029-50.

As required under Section 204 of the Companies Act, 2015 and SEBI Listing Regulations, the Secretarial Audit Report in Form MR-5 of the Company for the financial year 2024- 25 is attached and marked as Annexure - 5 and forms part of this report. There is no qualification, reservation or adverse remark in the Secretarial Audit Report.

In view of Amalgamation of Baghauli Sugar and Distillery Limited with the Company pursuant to the Flon'ble National Company Law Tribunal order dated April 25, 2025, attached also is the Secretarial Audit Report in Form MR-5 of Baghauli Sugar and Distillery Limited for the financial year 2024-25.

Compliance with Secretarial Standards

The Company has complied with all the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India from time to time and approved by the Central Government.

Awards and Recognition

Your Company continued its quest for excellence in its chosen area of business to emerge as a true global brand. Several awards and rankings continue to endorse as a thought leader in the industry. The Awards/recognitions received during the financial year 2024-25 include:

SI. No.

Award Description

Awarded By

1.

Special Recognition for remarkable contribution towards sugarcane development - Ramgarh (U.P.)

U.P. Sugar Mills Association & Indian Institute of Sugarcane Research

2.

Best Instrumentation Award - Ramgarh (U.P.)

Co-Generation Association of India

5.

Excellence Award - Ramgarh (U.P.)

Jagran Institute of Management & Just for Environment

In recognition of Exemplary work being carried out in the area of sustainable sugarcane & sugar production and fostering entrepreneurship amongst women.

4.

Excellence Award - Nigohi (U.P.)

International Commission for Uniform Methods of Sugar Analysis

5.

Efficiency Award - Nigohi (U.P.)

The Sugar Technologists Association of India

In recognition to the setting up of most efficient integrated sugar complex and driving sustainable growth and development of the sugar and allied industries in India.

Other Disclosures

1. The Company had not accepted any deposits as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

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

3. There was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

4. There was no one time settlement entered into with the Banks or Financial Institutions.

Acknowledgement & Appreciation

Your Directors express their sincere appreciation for the assistance and co-operation received from the Government authorities, financial institutions, banks, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board of Directors

Gautam Dalmia

Pankaj Rastogi

Managing Director

Whole Time Director and CEO

Dated: May 13, 2025

Place: New Delhi

Annexure -1

Dalmia Bharat Sugar & Industries Limited

Working Results of key businesses for the Financial Year 2024-2025

Particulars

FY 23-24 FY 24-25

Sugar Division ('000 MT)

Cane Crushed

5,976 5,559

Sugar Production

655 556

Sugar Sales

424 605

Co-Generation

Installed Capacity (MW)

158 158

Production (Million Units)

529 425

Sales (Million Units)

224 207

Distillery

Installed Capacity (KL/Day)

850 850

Production ('000 KL)

176 179

Sales ('000 KL)

177 180

Wind Farm

Installed Capacity (MW)

16.55 16.55

Production (Million Units)

26 21

Plant Load Factor

18% 14%

Govan Travels

Business Plandled ( Rs. In Crore)

29 52

collaborate with each other for conducting pilot plant and commercial scale trials at the Nigohi sugar unit of DBSIL regarding production of refined sugar by innovative process.

vii. Mobile app for Grain sourcing -is a custom- developed digital platform for automating grain procurement processes. It enables real-time tracking, monitoring, and documentation from purchase to storage. The app improves transparency, accountability, and efficiency in operations.

viii. Cane Development - A Bio-Lab has been established for the in-house production of Trichoderma, promoting sustainable and organic farming practices. Additionally, thermal and small dot matrix printers along with sensors have been implemented at the tare weighbridge to enable automated, accurate, and paper-efficient weighing operations, enhancing operational transparency and speed

II. Expenditure incurred on Research and Development

The Company has incurred the expenditure of Rs. 10.54 Crore on cane development during the year.

(C) Foreign Exchange Earnings and Outgoes

i. Foreign Exchange earned in terms of actual inflows during the year is Rs. 55.81 Crore

ii. Foreign Exchange outgo during the year in terms of actual outflows is Rs. 0.01 Crore

For and on behalf of the Board of Directors

Gautam Dalmia

Pankaj Rastogi

Managing Director

Whole Time Director and CEO

Dated: May 15, 2025

Place: New Delhi

   

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Attention Investor:
Prevent unauthorised transactions in your account Update your mobile numbers/email IDs with your stock brokers/Depository Participant.     KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, ,Mutual ).    No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account.