Dalmia Bharat Sugar & Industries Ltd

Your Directors have pleasure in presenting their 72^nd report on the operations and business performance of your Company along with the audited Financial Statements for the financial year 2023-24.

Financial Highlights: (Rs. in Crore)

Operational and Business Performance

During the year under review, your Company acquired Baghauli Sugar and Distillery Limited having a 3500 TCD plant in Uttar Pardesh under Insolvency and Bankrupcy Code with effect from December 22, 2023 and also successfully commenced business operations within record time. The company has also expanded the Jawaharpur grain-based distillery capacity to 250 KLPD from 110 KLPD. Steam saving project has also been completed at Nigohi plant resulting into more availability of surplus bagasse into the system for future expansion and growth.

Despite ban on sugar exports and curtailed sugar diversion towards ethanol, in view of government policy your Company has been successful in generating sustained profitability and enhancing stakeholders' value. Your Company could withstand volatility because of its inherent strengths developed over time with tremendous focus on cane development activities, manufacturing processes and optimum integration.

Kolhapur and Ninaidevi Plants stood at No. 1 & No. 2 in the state of Maharashtra in terms of sugar recovery, whereas, Ramgarh Plant ranked No. 1 in Uttar Pradesh.

The Company achieved the highest ever distillery production and sales during the year.

Total annualised capacity of distilleries as at the year-end has been increased to around 23 crore litres.

Industry leading Operating EBIDTA margin of 14.9%.

Cane crushed quantity has increased by 11.2% as compared to FY23.

Sugar production has increased by 32.8% reaching to 6.35 LMT.

Domestic sugar sales volume has increased by 8.4% by reaching to 4.24 LMT.

Average sugar sales realization improved by 2.3% on a blended basis (including exports) Highest ever distillery sales volumes of 17.7 Cr liters i.e a 7% increase over last year has been achieved.

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 your Company's business and material developments during the financial year 2023-24 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 2023-24. 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.

Dividend

The Board of Directors has, at its meeting held on May 14, 2024, recommended a final dividend of Rs. 1.25/- (62.5%) per equity share of the face value of Rs. 2/- for the FY 2023-24, 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 whose names appear in the Register of Members / Beneficial Owners as on the Record Date, i.e., July 03, 2024. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, 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 02, 2024, declared an Interim dividend of Rs. 3.75/- (187.5%) per equity share of the face value of Rs. 2/- for the FY 2023-24. The interim dividend was paid to the shareholders on February 23, 2024.

During the previous FY 2022-23, the Company had paid a dividend of Rs. 4/- (200%) to its shareholders as compared to a total dividend of Rs. 5/- (250%) 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/2023/02/Dividend-Distribution-Policy-03.02.23.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

During the year under review, the Resolution Plan ("Plan") for revival of Baghauli Sugar and Distilleries Limited (‘Baghauli') submitted by the Company under Insolvency and Bankruptcy Code 2016 was approved by the National Company Law Tribunal ("NCLT") vide its Order dated November 24, 2023 and the

National Company Law Appellate Tribunal ("NCLAT") vide its Order dated December 22, 2023.

In terms of the NCLT approved Plan, upon extinguishment of entire existing paid up share capital of Baghauli and allotment of 5,00,00,000 equity shares of Rs. 10/- each to the Company, Baghauli has become a wholly owned subsidiary of the Company with effect from December 22, 2023.

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/ themes/Sugar/assets/policies/Policy-on-Material-Subsidiaries.pdf The Company has no Associates or Joint Venture companies. A statement containing the salient features of the Financial Statements of the Company's subsidiary for the financial year ended on March 31, 2024 in Form AOC 1 is attached and marked as Annexure - 2 and forms part of this report.

Consolidated Financial Statements

In accordance with the provisions of the Companies Act, 2013 read with the Indian Accounting Standards (Ind AS), the Consolidated Financial Statements of the Company and its subsidiary for the financial year 2023-24 have been prepared and form part of the Annual Report.

The Financial Statements of the Company prepared on standalone and consolidated basis including all other documents required to be attached thereto and Financial Statements of the subsidiary company 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 136 of the Companies Act, 2013.

Scheme of Arrangement

During the year under review the Board of Directors of the Company has, on recommendation of the Audit Committee and Independent Directors in their respective meetings held on February 02, 2024, approved the Scheme of Arrangement between the Company 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.

The Scheme provided for demerger of DMC Unit and GT Unit (being non-core businesses of the Company) from the Company and transfer and vesting of the same to DBRL which would yield beneficial results and enhanced value creation for their respective shareholders and better security and protection for their lenders and employees.

Segregation of the DMC Unit and GT Unit from the Company will lead to the following benefits: - Segregation of non-core business from Sugar Business; Efficient and focused management individually of DMC Unit, GT Unit and Sugar business; and Increased flexibility for value extraction and fund raise.

The Scheme has been filed by the Company with the BSE Limited and National Stock Exchange of India Limited and their approval is awaited.

Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Gautam Dalmia, Director (DIN: 00009758), is liable to retire by rotation at the forthcoming Annual General Meeting of the Company and he has offered himself for reappointment. The Board of Directors recommends his reappointment.

All the Independent Directors of the Company, namely Shri Rajeev Bakshi (DIN: 00044621), Smt. Amita Misra (DIN: 07942122) and Shri P. Kannan (DIN: 03555871), have given declaration(s) that they meet the criteria of independence.

Shri P. Kannan will cease to hold the office of the Independent Director of the Company with effect from the conclusion of the forthcoming Annual General Meeting as his second term of five consecutive years as an Independent Director is completing at the conclusion of forthcoming Annual General Meeting of the Company. The Directors place on record their sincere appreciation for the contributions made by Shri P. Kannan during his tenure as a Member of the Board.

The first term of Smt. Amita Misra as an Independent Director of the Company is completing at the conclusion of forthcoming Annual General Meeting of the Company. She is proposed to be re-appointed as an Independent Director for second term of five consecutive years by the shareholders at the forthcoming Annual General Meeting.

Shri Neeraj Chandra (DIN: 00444694) has been appointed as an Additional Director in the Independent category by the Board of Directors in its meeting held on May 14, 2024, with immediate effect. He is proposed to be appointed as an Independent Director by the shareholders at the forthcoming Annual General Meeting with effect from May 14, 2024.

In terms of Section 203 of the Companies Act 2013, Shri Gautam Dalmia, Managing Director, Shri Bharat Bhushan Mehta, Whole Time Director and Chief Executive Officer, Shri Anil Kataria, Chief Financial Officer and Ms. Aashhima V Khanna continue to hold their positions as Key Managerial Personnel of the Company as on March 31, 2024.

Shri Bharat Bhushan Mehta, Whole Time Director and Chief Executive Officer (DIN: 00006890), has requested the Board to be superannuated from his position as Whole-time Director and Chief Executive Officer with effect from September 30, 2024 due to personal reasons. The Board of Directors at its meeting held on May 14, 2024 has accepted his requested. However, he shall continue as a Non-Executive Non-Independent Director.

Shri Pankaj Rastogi (DIN: 10452835), has been appointed as an Additional Director by the Board of Directors in its meeting held on May 14, 2024, with immediate effect. He has also been appointed as a Whole Time Director and Chief Executive Officer with effect from October 01, 2024. He is proposed to be appointed as a Director with effect from May 14, 2024 and as a Whole Time Director and Chief Executive Officer with effect from October 01, 2024 by the shareholders at the forthcoming Annual General Meeting.

Shri Anil Kataria, the Chief Financial Officer, is superannuating with effect from September 30, 2024. The Board has appointed Shri Piyush Gupta as the Chief Financial Officer with effect from October 01, 2024.

Board meetings

During the year under review, the Board of Directors of the Company met eight times, i.e., on April 05, 2023, May 19, 2023, June 28, 2023, August 01, 2023, November 06, 2023, December 28, 2023, February 02, 2024 and March 15, 2024. The Board meetings were conducted in due compliance with; and following the procedures prescribed in the Companies Act, 2013, 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 2023-24 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 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, 2013 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.

The evaluation confirmed that the 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, 2024, 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. During the year under review, the Nomination and Remuneration Policy was reviewed and revised by the Board of Directors on recommendation of the Nomination and Remuneration Committee in its meeting held on May 19, 2023, with a view to align the policy with latest legal provisions. 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/themes/Sugar/ assets/policies/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 – 3 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 - 3A 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. 1,186,925/- towards unclaimed dividend amount and 1,12,354 shares of 163 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

Your Directors are committed to achieve the highest standards of ethics, transparency, corporate governance and continue to comply with the Code of Conduct. 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 us to deliver the best value to the stakeholders. We 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 2023-24 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 2023-24, which is mandatory for top 1000 companies by market capitalization with effect from FY 2022-23 in terms of Regulation 34(2) of the Listing Regulations. Your Company is at 816 number by market capitalization as of March 31, 2024. The Business Responsibility and Sustainability Report on the following nine principles forms an integral part of the Annual Report:

Corporate Social Responsibility (CSR)

The Company has been following the concept of giving back and sharing with under privileged sections for more than eight decades. The Corporate Social Responsibility of the Company is based on the principal of Gandhian Trusteeship. For over eight decades, the Company has addressed the issues of health care and sanitation, education, rural development, women empowerment and other social development issues. The prime objective of our 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 6.60 Crore towards corporate social responsibility activities including livelihood, climate action, social infrastructure during the financial year 2023-24 and Rs. 0.43 Crore has been transferred to the Unspent Corporate Social Responsibility Account. The annual report on corporate social responsibility activities is attached and marked as Annexure – 4 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.

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 can not be foreseen in advance.

During the year under review, the Company has not entered into any contract / arrangement / transaction with related parties which can 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 can be accessed at https://www.dalmiasugar. com/wp-content/uploads/2023/02/DBSIL-Policy-on-Related-Party-Transactions-03.02.23.pdf.

Risk management policy

Your Company has a risk management policy, the objective of which is to lay down a structured framework for identifying potential threats to the Company on a regular basis, assessing likelihood of their occurrence, designate risk owners to continually evaluate the emergent risks and plan measures to mitigate their impact on the Company, to the extent possible. The framework and the systems are reviewed from time to time to enhance their usefulness and effectiveness.

The major risks are assessed through a systematic procedure of risk identification and classification. Risks are prioritized according to significance and likelihood. The purpose of risk management is not to eliminate risks but to proactively address them. The Risk Management Committee periodically reviews the risks and the mitigation plan. 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/themes/Sugar/ assets/policies/Whistleblower-Policy-and-Vigil-Mechanism.pdf

Adequacy of Internal Financial Controls

Your Company has in place adequate internal financial control systems to commensurate with the size of operations. The policies and procedures adopted by your 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 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-E_ect-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 compliant was received by ICC during the financial year 2023-24.

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. 43.

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 – 5 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 143 (12) of the Act during the year under review.

Cost Records and Auditor

Your Company maintains the cost records with respect to its sugar and power business in terms of section 148 of the Companies Act, 2013 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 2023-24. They had submitted the Cost Audit Report for the financial year 2023-24 on July 31, 2023.

Your Directors have re-appointed M/s R. J. Goel & Co., Cost Accountants, New Delhi, as the Cost Auditors to conduct a cost audit for the financial year ended 2024-25 at remuneration to be rati_ed by the shareholders at the forthcoming Annual General Meeting.

Secretarial Auditor and their Report

Your Directors have re-appointed M/s Vikas Gera & Associates, Practicing Company Secretary, as the Secretarial Auditor of the Company for the financial year 2024-25.

As required under the Section 204 of the Companies Act, 2013 and SEBI Listing Regulations, the Secretarial Audit Report in Form MR-3 of the Company for the financial year 2023-24 is attached and marked as Annexure – 6 and forms part of this report. There is no qualification, reservation or adverse remark in the Secretarial Audit Report.

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 2023-24 include:

Other Disclosures

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

2. There are 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 is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

4. There is 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.