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You can view full text of the latest Director's Report for the company.

BSE: 532610ISIN: INE366A01041INDUSTRY: Sugar

BSE   ` 42.50   Open: 43.31   Today's Range 42.37
43.70
-0.81 ( -1.91 %) Prev Close: 43.31 52 Week Range 32.14
53.10
Year End :2026-03 

Your Directors are pleased to present their 32nd (Thirty Second) Annual Report along with the Audited Financial Statements of the Company for the year ended on March 31, 2026.

FINANCIAL RESULTS (h in Lakhs)

Particulars

Year ended 31.03.2026

Year ended 31.03.2025

Gross profit before depreciation, interest & tax

9.403.23 3,673.75

1.477.24

4.252.24

4.252.24 1,168.44

3,083.80

11,991.08

Less: Depreciation

4,892.75

Less: Finance Costs

1,852.28

Profit / (Loss) before tax and exceptional items

5,246.05

Add: Exceptional items

-

Profit / (Loss) before tax

5,246.05

Less: Tax expenses

2,912.48

Profit /(Loss) for the year

2,333.57

Total comprehensive income / (loss)

3,161.15

2,289.86

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 2025-26)

Particulars

2025-26

2024-25 Change

Crushing (Lakh Quintal)

243.21

262.97

(7.51)

Recovery (Gross - adjusted)

11.38

10.94

4.02

Recovery % (Net)

9.73

8.00

21.63

Production (Lakh Quintal)

23.73

20.98

13.11

Sugarcane crushed and sugar produced during season (SS 2025-26)

Particulars

2025-26 2024-25

Crushing (Lakh Quintal) Recovery (Gross - adjusted) Recovery % (Net ) Production (Lakh Quintal)

243.21 262.97 11.38 10.94 9.73 8.00 23.73 20.98

The figures for the 2025-26 sugar season (SS 2025-26) reflect the full season, as all units completed their crushing operations before March 31, 2026. The early cessation of operations across all three units led to lower 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 2025-2026

Ý Sugarcane crushing declined by 7.51% y-o-y.

Ý Gross-adjusted recovery improved to 11.38% in FY 2025-26, compared to 10.94% in the previous fiscal year. This increase was primarily driven by a higher pol percentage in sugarcane (sucrose concentration). Favourable climatic conditions supported crop ripening over vegetative growth. Cool nights, dry weather during the maturity phase, and high diurnal temperature variation contributed to enhanced sucrose accumulation in the cane. However, these conditions also constrained vegetative growth, resulting in lower farm yields. Consequently, the year was characterized by higher recovery but reduced overall cane productivity.

Ý Our net recovery for the fiscal year improved to 9.73%, compared to 8% in the previous year. This increase was driven by higher gross recovery and the absence of sugarcane juice diversion toward ethanol production. In contrast, during the previous financial year, approximately 36.90 lakh quintals of cane crushed were diverted for ethanol production, which had impacted recovery levels. During the year under review, B-heavy molasses was generated across all sugar units. This was utilized not only for ethanol production but also to meet levy obligations for country liquor manufacturing.

Ý Sugar production increased from 20.98 lakh quintals in 2024-25 to 23.73 lakh quintals in FY 2025-26. This growth was primarily attributable to the absence of sugarcane juice diversion for ethanol production during the year. As a result, no sugar output was sacrificed on account of juice diversion; any production sacrifice was limited to the use of B-heavy molasses across all units for ethanol production. Additionally, improved recovery levels further supported the increase in overall sugar production.

Performance of cogeneration division: Metrics of power sold:

(H in Lakhs)

Unit

FY 2025-26

FY 2024-25

Power sold in Lakh Units

Amount

Power sold in Lakh Units

Amount

DN

167.16

703

142.96

480

DP

341.75

1,531

392.01

1,350

DD

371.49

1,658

397.22

1,367

Total

880.40

3,892

932.19

3,197

(Although the volume of power sold declined during the period, revenue from power sales increased due to retrospective revision in tariff effective April 1, 2024)

During the financial year, the distillery produced 602.70 lakh litres of industrial alcohol, compared to 549.83 lakh litres in the previous year. Sales of industrial alcohol stood at 554.06 lakh litres, down from 605.18 lakh litres in the prior year. Total revenue generated from distillery operations was H342.45 crores, including H3.38 crores from the sale of by-products (previous year: H383.03 crores and H2.37 crores, respectively). The overall performance of the distillery was adversely impacted by reduced cane crushing operations.

Global sugar industry scenario & outlook

Ý Global sugar production in 2025-26 is expected to remain at historically elevated levels, though estimates vary across agencies. According to some market assessments, output could approach ~189-190 million tonnes, reflecting a record-high scenario supported by strong production in key producing regions. In contrast, the International Sugar Organization (ISO), in its February 2026

outlook, projects a more conservative global production level of around 181 million tonnes. Overall, production is still expected to register moderate year-on-year growth of around 4-5%, driven primarily by: Higher output from major producers such as Brazil, India, and Thailand and improved cane yields in several regions supported by relatively favorable weather conditions.

Despite differences in absolute estimates, both perspectives indicate that global sugar production in 2025-26 is likely to remain strong, with supply comfortably meeting or exceeding consumption levels under most scenarios.

Ý Global sugar consumption is estimated at -177-178 million tonnes in 2025-26, reflecting modest annual growth of around 1-1.5%. This steady but subdued expansion indicates that demand is increasing, but at a slower pace compared to historical trends.

Several key factors are influencing this restrained growth in global sugar demand:

a. Economic slowdown in certain regions, which has moderated purchasing power and reduced consumption of processed food and beverages in some markets.

b. Rising health awareness, with consumers increasingly shifting toward low-sugar or sugar-free alternatives due to concerns over obesity, diabetes, and lifestyle-related diseases.

c. Weak industrial demand in select economies, particularly in sectors such as beverages, confectionery, and processed foods, where cost pressures and changing consumption patterns have slowed growth.

Overall, while global sugar consumption continues to rise gradually, structural shifts in diet preferences and uneven economic conditions are limiting stronger demand expansion.

Ý Global sugar prices experienced a significant downward correction during 2025-26, reflecting easing supply constraints and a well-supplied international market. Prices declined by approximately 17% in 2025, with averages in 2026 stabilizing in the range of ~13-15 cents per pound, marking a multi-month period of sustained weakness.

The decline has been primarily driven by the following factors:

a. Global oversupply conditions, as production in major exporting countries outpaced consumption growth.

b. Weak demand growth, with consumption expanding only marginally amid health concerns and slower industrial uptake.

c. Strong export availability from Brazil, which continued to supply large volumes to the global market, reinforcing downward price pressure.

Overall, market sentiment during this period has remained bearish in the short term, with prices reflecting abundant availability and limited nearterm catalysts for a sustained recovery.

Ý In the global landscape, Brazil remains the dominant force, producing approximately 44-45 million tonnes and accounting for a significant share of export supply in international trade.

India ranks as the second-largest producer, with output in the range of 30-32 million tonnes prior to ethanol diversion. However, the Indian sugar sector faces structural challenges: expanding ethanol blending programs are diverting cane away from sugar production, while weather variability continues to create uncertainty around yields and overall output.

The 2025-26 sugar season appears to mark a transition from earlier supply deficits toward a surplus phase. This shift is likely to stabilize the market in the near term, while also laying the groundwork for a more balanced—and potentially tighter—global sugar market in the years ahead.

Ý The global sugar market is navigating an increasingly complex landscape shaped by a mix of supply-demand fundamentals and broader macroeconomic forces. While production cycles remain important, external shocks are playing a much larger role in driving market behavior and price volatility. Uncertainty now extends well beyond traditional fundamentals. Escalating geopolitical tensions are exerting a growing influence on the market, particularly with the intensification of conflict in the Gulf region. This has heightened concerns around energy prices, freight costs, and supply chain stability—factors that are critical to sugar production and trade flows. For key producers like Brazil, which has a strong linkage between sugar and ethanol, rising crude oil prices present a dual-edged dynamic: higher oil prices can support ethanol parity and divert cane away from sugar, tightening global sugar supply, while simultaneously increasing production and logistics costs across the value chain.

Ý India’s net sugar production for the current season, after accounting for the diversion of 3 million tonnes toward ethanol, is estimated at 28.2 million tonnes. Crushing operations have largely concluded across major sugar-producing states, including Maharashtra, Uttar Pradesh, and Karnataka. The downward revision from earlier estimates is mainly due to lower output in all key sugar-producing regions.

The Indian sugar industry - challenges galore

Ý Net sugar production for the 2025-26 season is estimated at approximately 28.2 million tonnes, after accounting for the diversion of around 3 million tonnes of sugar towards ethanol production. This implies a gross sugar output of about 31.2 million tonnes. In comparison, during the 2024-25 season, gross sugar production stood at 29.6 million tonnes, with approximately 3.5 million tonnes diverted for ethanol, resulting in a net production of 26.1 million tonnes. On a year-on-year basis, this indicates a modest increase of around 5.4% in gross sugar production.

Ý However, despite the improvement, actual production remains significantly lower than the initial estimates projected at the beginning of the season. ISMA had initially projected gross sugar production at around 34.3 million tonnes, with net production expected to exceed 31 million tonnes. Subsequent revisions, however, indicate a reduction of nearly 3 million tonnes in gross output, reflecting setbacks across all major sugar-producing regions. This shortfall is largely attributable to adverse weather conditions, which led to lower-than-expected cane yields at the farm level. In Uttar Pradesh, the transition away from the high-yielding Co 0238 sugarcane variety has also contributed to yield uncertainties, as the replacement varieties are still in the stabilization phase and have yet to consistently match its productivity.

Ý The Indian Sugar and Bio-energy Manufacturers Association has estimated domestic sugar consumption at around 27.7 million tonnes for the 2025-26 season. It has also projected exports of approximately 0.75 million tonnes, leading to an estimated closing stock of about 4.75 million tonnes. This level of stock is equivalent to roughly two months of domestic consumption and is considered more than comfortable from a supply security perspective. As for the 2026-27 season, the association has yet to release its official production forecast, although some international agencies are anticipating a bumper crop in India. That said, it is still early in the cycle, and the final outcome will depend significantly on the onset, distribution, and progress of the monsoon, along with other weather-related factors that influence cane acreage and yields.

Ý At the start of the season, it was widely estimated that sugar production would be robust, with total output expected to exceed 34 million tonnes. In line with this outlook, the Government of India permitted exports of 1.5 million tonnes and allocated quotas to individual sugar mills based on their historical production data. Mills were also given the flexibility to swap their export quotas with domestic quotas. This provision proved particularly beneficial for mills located in hinterland regions,

allowing them to exchange export quotas with mills in coastal states and thereby reduce logistical costs. Subsequently, an additional export quota of 0.5 million tonnes was announced; however, this increment was not allocated to individual mills. As the season progressed, however, it became apparent that actual production may fall short of initial estimates. In response, the Government has restricted quota swapping, and pending swap requests have been put on hold. Additionally, lower international prices have further dampened momentum, resulting in slower deal-making.

Ý Domestic sugar prices remained range-bound between H3,900 and H4,100 per quintal throughout the year. Market sentiment stayed weak, largely due to the overhang of a global surplus, even though the domestic sugar balance remained relatively tight. Consumption trends were subdued, which further dampened trader interest and resulted in lower buying enthusiasm.

Ý As per data from the OMCs, out of a total ethanol allocation of approximately 1,133 crore liters for ESY 2024-25, around 1,040 crore liters have been supplied during the year. This includes about 321 crore liters from the sugar sector and 719 crore litres from the grain sector. The overall ethanol blending percentage achieved stands at approximately 19.24%, with a monthly average blending rate of 19.97% recorded for October 2025.

Ý For ESY 2025-26, OMCs invited bids for the supply of 1,050 crore liters of denatured anhydrous ethanol under Cycle 1. The tender received an overwhelming response, with total offers exceeding 1,776 crore liters, comprising 471.63 crore liters from sugarcane-based feedstocks and 1,304.86 crore liters from grain-based feedstocks. This indicates a surplus ethanol production capacity in the country. Going forward, it is expected that the Government may discourage ethanol production from sugarcane juice and maize, as ethanol derived from these feedstocks is priced higher compared to ethanol produced from molasses and broken rice.

Ý Despite repeated appeals from the Indian Sugar & Bio-energy Manufacturers Association (ISMA), the government has not revised procurement prices for ethanol derived from sugarcane juice/syrup and B-heavy molasses for the second consecutive Ethanol Supply Year (ESY). This pricing stagnation persists even after an increase in the Fair and Remunerative Price (FRP) of sugarcane, which is intended to guide ethanol pricing. As a result,

many sugar mills have been discouraged from diverting cane juice or syrup toward ethanol production, leading to a significant decline in the share of sugar-based feedstock in the overall ethanol supply chain.

Ý Recent geopolitical tensions in the Gulf region have underscored India’s vulnerability to global crude oil price and supply fluctuations, reinforcing the need to accelerate domestic ethanol production and enhance energy security through higher ethanol blending in transport fuels. The Government may consider progressively increasing blending targets and actively promoting flex-fuel vehicles, drawing on Brazil’s successful experience. This transition will require close coordination between automobile manufacturers, the sugar industry, and policymakers. Automakers need clear regulatory timelines to develop flex-fuel engines, while the sugar and bio-energy sector requires stable pricing and procurement support to sustainably expand ethanol output. Alongside this, policy reforms, improved distribution infrastructure, and longterm blending commitments will be essential to build industry confidence. A coordinated strategy of this nature can reduce dependence on imported crude oil while supporting energy security, decarbonisation goals, and rural income growth.

Ý The sugar industry has been consistently advocating an increase in the Minimum Selling Price (MSP) of sugar, which has remained unchanged at H3,100 per quintal for several years. However, there has been no meaningful progress on this demand, despite rising production costs and financial stress faced by sugar mills.

Ý The Indian sugar industry operates within a highly regulated policy framework, where government interventions significantly influence pricing, sales, exports, and ethanol blending. These regulatory mechanisms play a crucial role in determining the financial health and operational stability of sugar companies across the country. A balanced and forward-looking policy approach is therefore essential to effectively manage domestic supply-demand dynamics, ensure price stability, and support the long-term sustainability of the sector.

Ý Ethanol blending and sugar export policies are particularly important tools for managing surplus sugar production and maintaining optimal stock levels. In recent years, India has faced persistently high sugar inventories. If not addressed through timely blending expansion and calibrated export

interventions, such surpluses can exert downward pressure on domestic prices, compress industry margins, and contribute to cane price arrears, potentially leading to broader agrarian distress.

Ý The Central Government continues to play a decisive role in regulating key aspects of the sugar economy:

Minimum Selling Price (MSP): The MSP of sugar remains fixed at H3,100 per quintal.

Monthly Release Mechanism: Sugar sales in the domestic market are regulated through a monthly release system to ensure adequate availability and prevent price volatility.

Sugar Export Policy: Periodic allocation of export quotas helps liquidate surplus stocks, improve industry liquidity, and support domestic price realisation.

FRP & SAP: The Fair and Remunerative Price (FRP) set by the Central Government establishes the minimum cane price payable by mills, while some States additionally announce higher State Advised Prices (SAP), providing further support to farmers.

Ethanol Procurement Pricing: The Government also determines ethanol procurement prices for Oil Marketing Companies, which directly impact the viability of ethanol production from sugarcane juice, syrup, and B-heavy molasses, thereby influencing diversion of sugar towards ethanol.

The Uttar Pradesh Sugar Industry

Ý In Uttar Pradesh, India’s second-largest sugar-producing state, sugar output estimates have been revised downward to 9.1 million tonnes, compared with earlier projections of 9.41 million tonnes and slightly below last season’s 9.3 million tonnes. The decline is mainly attributed to excessive rainfall during the critical crop growth phase, which adversely affected yields and reduced overall cane availability. In addition, strong demand for sugarcane from jaggery (gur) units has further diverted cane away from sugar mills, tightening supplies to the formal processing sector.

Ý In a notable policy development, the state government has announced a H30 per quintal increase in the State Advised Price (SAP) of sugarcane for the 2025-26 season. This raises the procurement price to H400 per quintal for early-maturing varieties and H390 per quintal for common varieties, up from H360 in the previous season. The last instance of a higher adjustment was in 2021-22, when SAP for common varieties

was increased from H315 to H340 per quintal, while early-maturing varieties were fixed at H350 per quintal.

Ý While the revised SAP offers significant relief to farmers, it is expected to put pressure on mill margins by increasing production costs. The industry continues to face the challenge of balancing farmer remuneration with mill viability and overall sector sustainability.

Ý Sugar mills have intensified their cane development initiatives by actively engaging with farmers to emphasise the long-term advantages of sugarcane cultivation. A key focus area has been the development and promotion of high-yielding, mutually beneficial cane varieties that can deliver better productivity for farmers while ensuring higher sucrose content for mills, thereby creating a sustainable win-win model for both stakeholders. However, several new varieties currently under stabilisation are yet to match the performance of Co 0238 in terms of yield and overall productivity. As a result, efforts continue to strengthen varietal

research and field-level adoption to bridge this gap and improve long-term outcomes for both farmers and the industry.

Ý The molasses policy of the Uttar Pradesh Government places a considerable financial burden on sugar mills, as they are required to earmark a significant share of their molasses production for country liquor manufacturing at heavily subsidised rates. This arrangement is unique to Uttar Pradesh, as no other state in the country follows a similar mandate, thereby impacting the realisation potential and overall revenue of sugar mills in the state.

Ý With the low base of sugar production in Sugar Season (SS) 2025-26, the outlook for SS 2026-27 appears optimistic—provided there are no significant weather disruptions.

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:

Particulars

2025-26

2024-25

in Lakhs)

(%)

(^ in Lakhs)

(%)

Revenue from operations

1,40,194

100

1,35,888

100

EBITDA

9,403

6.71

11,991

8.82

EBDTA

7,926

5.65

10,138

7.46

EBT

4252

3.03

5,246

3.86

EAT

3,084 2.20

2,334

1.72

Ý The revenue from operations for FY 2025-26 remained broadly flat, registering a marginal increase of around 3% over the previous fiscal year. This growth was primarily driven by slightly higher sugar sales supported by improved realisations, although the gains were partially offset by lower distillery sales during the year.

Ý The EBITDA for FY 2025-26 stood at H9,403 lakhs, reflecting a decline of 21.58% compared to H11,991 lakhs in the previous fiscal year. This decrease was primarily on account of sub-optimal utilisation of sugar plants due to inadequate sugarcane availability, though it was partly offset by an improvement of 44 basis points in recovery rates. The lower capacity utilisation led to higher per-unit production costs, thereby exerting pressure on operating margins. Additionally, the

adverse regulatory environment, particularly the stagnation in ethanol procurement prices, further impacted profitability. As a result, EBITDA margin declined to 6.71%, compared to 8.82% in the previous year.

Ý The earnings before tax (EBT) for FY 2025-26 stood at H4,252 lakhs, lower than H5,246 lakhs recorded in the previous fiscal year. This decline came despite a reduction in finance costs and depreciation, as overall profitability remained under pressure due to operational challenges and weaker margins during the year.

Ý Earnings after tax (EAT) for FY 2025-26 stood at H3,084 lakhs, compared to H2,334 lakhs in the previous fiscal year. The improvement was primarily driven by lower tax provisioning, as the company has transitioned to the new tax regime during the year.

Salient features:

Ý During Sugar Season (SS) 2025-26 the company processed 238.60 lakh quintals of sugarcane, achieving a gross recovery rate of 11.38%. Crushing operations across all units commenced on November 7, 2025. The total cane crushed during the season is lower than that recorded in SS 2024-25 and reflects a notable decline compared to earlier seasons. This reduction is primarily attributable to lower sugarcane availability during the period. The season & fiscal was thus marked by underutilization of capacities, observed across both our sugar and distillery units.

Ý At our DD unit in Bareilly district, the crushing season concluded on March 6, 2026, with total cane crushing reaching 81.98 lakh quintals, compared to 76.14 lakh quintals in the previous fiscal year. To further enhance cane availability within the command area, a series of multi-dimensional initiatives have been undertaken. These include the distribution of high-yielding, improved cane seed varieties at subsidized rates, along with extensive awareness campaigns, farmer education programs, and targeted training sessions aimed at promoting best agricultural practices and improving overall productivity.

Ý In Bijnor district, where two of our three units are located, sugarcane availability remained constrained during the season, with the DP unit being the most significantly impacted. The DP unit concluded its crushing operations on March 18, 2026, achieving a total cane crush of 71.37 lakh quintals, compared to 87.46 lakh quintals in the previous fiscal. The DN unit completed its season on March 26, 2026, with total crushing of 89.86 lakh quintals, as against 99.37 lakh quintals in the previous fiscal year. Unseasonal and heavy rainfall adversely affected crop performance, leading to poor tillering, stunted growth, and reduced cane yields for farmers. Despite these challenges, recovery rates across all units showed an encouraging improvement. Additionally, the newly introduced cane varieties, aimed at replacing Co 0238, are currently in the stabilization phase and are expected to deliver improved results in the coming seasons. Promising varieties are on the horizon which are expected to deliver improved yields as well as recoveries

Ý Stagnant procurement prices for ethanol produced from juice/syrup and B-heavy molasses proved counterproductive during the year. Following the announcement of unchanged prices, the Company opted to utilize only B-heavy molasses at both its distilleries. However, reduced cane availability resulted in lower molasses generation, which in turn constrained ethanol production and under utilization of distillery capacities

Ý During the fiscal year, the Company was allocated an export quota of 14,218 MT of sugar. However, as direct exports were not economically viable, the Company adopted a strategic approach by swapping this quota with mills located in coastal regions in exchange for their domestic release quota. The Ministry of Food has already approved the swap of 4,218 MT, while approval for the remaining 10,000 MT is awaited. The benefits of this arrangement, in the form of additional domestic release quota, are expected to accrue during FY 2026-27.

Ý The Company enjoys a long-term credit rating of (ICRA) AA- (pronounced AA minus) and has also retained the highest short-term rating of A1 from ICRA for its H300 crore commercial paper (CP) programme.

Ý The Company has continued its commitment to timely sugarcane payments, consistently clearing dues ahead of schedule. As on date, all payments for sugarcane procured during Sugar Season 2025-26 have been fully settled, underscoring the Company’s strong liquidity position and financial prudence.

Ý Long-term debt profile: During the fiscal year, the Company fully repaid the term loan of H116.88 crore availed for the DN distillery project. All loan instalments continue to be serviced promptly as they fall due. As on March 31, 2026, the Company’s outstanding long-term debt stood at H92.80 crore, pertaining to the H185.60 crore loan availed for the DD distillery unit. All term loans continue to carry subsidised rates of interest.

Ý The Company remains focused on continuous improvement through revenue optimisation, cost rationalisation, and profit enhancement initiatives, and continues to be recognised for its competent and prudent management practices.

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 to H355 per quintal for SS 2025-26. There is no change in the base recovery which is unchanged at 10.25%. The same has now been increased to H365 per quintal for SS 2026-27. 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:

Season

J per Quintal

2000-01(SMP)

59.501

2001 02

62.051

2002 03

64.501

2002 03 (Revised)

69.501

2003-04

73.001

2004-05

74.501

2005-06

79.50&

2006-07

80.25&

2007-08

81.18&

2008-09

81.18&

2009 10 (SMP since replaced by F&RP)

129.84@

2010 11

139.12@

2011 12

145.00@

2012-13

170.00@

2013-14

210.00@

2014-15

220.00@

2015-16

230.00@

2016-17

230.00@

2017-18

255.00@

2018-19

275.00#

2019-20

275.00#

2020-21

285.00#

2021-22

290.00#

2022-23

305.00#

2023-24

315.00$

2024-25

340.00$

2025-26

355.00$

2026-27

365.00$

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, no significant changes were made to the ethanol blending program or related policies. However, for the third consecutive Ethanol Supply Year (ESY), there was no increase in the procurement price of ethanol produced from sugarcane-based feedstocks, despite a rise in the Fair and Remunerative Price (FRP), to which ethanol prices are linked. This has adversely affected the economic viability of such feedstocks.

In addition, the government permitted the export of up to 2 million tonnes of sugar. Actual exports, however, will ultimately depend on international price parity and the government’s willingness to allow exports, particularly in light of lower-than-expected domestic sugar production

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 re-enforced 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 Dividend-Distribution-Policy.pdf .

Your Directors are pleased to recommend a Final Dividend of H0.10/- per equity share of the face value of H1/- each (i.e. 10%) fully paid-up for the financial year ended March 31, 2026. The dividend, as recommended above, if approved at the 32nd 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 31st March 2026 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 H1,85,30,147/- .

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 2025-26 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 22,50,00,000 (Rupees Twenty- Two Crores Fifty Lakhs Only) equity shares of H1 (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, 2026, stood at H18,53,01,470 divided into 18,53,01,470 shares of H1/- each.

During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met four (4) times during the year on May 22, 2025; August 7, 2025; October 31, 2025; February 11, 2026.

The maximum gap between two Board meetings did not exceed 120 days. The details of the Board meetings and the attendance of Directors is provided in the Corporate Governance Report forming part of the Annual Report.

SUBSIDIARY COMPANY’S REPORT

The Company does not have any subsidiary in terms of 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 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 February 11, 2026 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 : DWARIKESH SUGAR INDUSTRIES LIMITED

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 (“Rules”), the prescribed disclosures relating to remuneration of Directors and employees are provided in Annexure II forming part of this Integrated Annual Report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the aforesaid Rules, particulars of employees and Wholetime Directors drawing remuneration in excess of the limits prescribed under the said Rules form part of this Integrated Annual Report. However, in accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Members excluding the aforesaid statement. The said statement shall be made available for inspection upon request by the Members. Any Member interested in obtaining a copy of the same may write to the Company Secretary of the Company in this regard.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 152(6) of the Companies Act, 2013 read with Article of Association of the Company Mr. B. J Maheshwari (DIN: 00002075) retires by rotation and being eligible offers himself for re-appointment, a resolution seeking shareholder’s approval for re-appointment forms part of Notice convening the AGM.

The brief details of Mr. B. J Maheshwari , 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

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, at its meeting held on May 22, 2025, appointed:

Ý Mr. Arun Kumar Tulsian (DIN: 10872777) as

an Additional Director in the capacity of a NonExecutive Independent Director with effect from May 22, 2025, for a term of five (5) consecutive years up to May 21, 2030.

Ý Mrs. Bharati Balaji (DIN: 07485652) as an

Additional Director in the capacity of a Woman Non-Executive Independent Director with effect from June 1, 2025, for a term of five (5) consecutive years up to May 31, 2030.

Ý Ms. Priyanka G. Morarka (DIN: 00001088) as

an Additional Director designated as Whole-Time Director with effect from May 22, 2025, for a term of five (5) consecutive years.

The approval of the Members for regularisation of their appointments and their respective positions has been obtained at the 31st Annual General Meeting of the Company held on August 19, 2025.

Re-appointment of Executive Chairman

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 14, 2026, approved the reappointment of Mr. Gautam R. Morarka as Whole-Time Director, designated as Executive Chairman of the Company, for a period of five (5) years with effect from January 1, 2027, subject to the approval of the Members of the Company at the 32nd Annual General Meeting.

A resolution seeking approval of the Members for the aforesaid re-appointment, in accordance with the provisions of Sections 196, 197, 203 and other applicable provisions, if any, read with Schedule V of the Companies Act, 2013 and the rules made thereunder, forms part of the Notice convening the ensuing AGM.

Reappointment of Independent Directors :

During the year under review, the Members of the Company approved the re-appointment of the following Independent Directors upon completion of their first term:

Ý Shri Rajan Krishnanath Medhekar (DIN: 07940253) was re-appointed as a Non-Executive Independent Director of the Company for a second term of five (5) consecutive years commencing from November 2, 2025 up to November 1, 2030 (both days inclusive).

Ý Shri Gopal Bhimrao Hosur (DIN: 08884883) was re-appointed as a Non-Executive Independent Director of the Company for a second term of five (5) consecutive years commencing from November 2, 2025 up to November 1, 2030 (both days inclusive).

The above re-appointments were approved by the Members through Postal Ballot, the results of which were declared on December 12, 2025, with the requisite majority.

During the year under review, the second term of Mr. K. N. Prithviraj and Ms. Nina Chatrath, Independent Directors of the Company, concluded at the close of business hours on September 17, 2025. Consequently, they ceased to be Directors of the Company with effect from September 18, 2025, upon completion of their respective tenures. All the disclosures relating to appointment and resignation was filed with Exchanges & ROC within stipulated timelines.

The Board places on record its sincere appreciation for the valuable contributions made by them during their tenure as Independent Directors of the Company.

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company as on March 31, 2026 were as follows:

Ý Mr. Gautam R. Morarka - Executive Chairman and Whole-Time Director

Ý Mr. B. J. Maheshwari - Managing Director & Company Secretary cum Chief Compliance Officer

Ý Mr. Vijay S. Banka - Managing Director

Ý Shri Sunil Goel - Chief Financial Officer

There were no changes in the Key Managerial Personnel of the Company during the financial year 2025-26.

B. Declaration by an Independent Director(s), ReAppointment & Meeting

Pursuant to the requirements of Section 149(7) of the Companies Act, 2013, the company has received the 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 Listing Regulations, the Independent Directors are required to hold at least 1 (one) meeting in a financial year. without the presence of Non-Independent Directors and members of the management.

The Independent Directors met once, i.e, on Wednesday February 11, 2026. 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: 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: 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 SEBI (Listing Obligation and Disclosure Requirement), Management Discussion and Analysis Report, capturing your Company’s performance, industry trends and other material changes with respect to company wherever applicable for the year under review is presented in a separate segment which is forming part of the 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.

Companie’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 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 2025-2026 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 202526 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 13th 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 minimising 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 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.

Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

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 Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars in respect of conservation of energy, technology absorption and foreign exchange earnings & outgo are furnished in Annexure V and form a part of this report.

BOARD COMMITTEE

The Company has following mandatory Committees, viz,

1. Audit Committee

2. Stakeholders’ Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. 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, were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on June 30, 2022, to hold office for a term of five (5) consecutive years until the conclusion of the 33rd Annual General Meeting of the Company.

In accordance with the provisions of Section 139 of the Companies Act, 2013, the Company has received written confirmation from the Statutory Auditors to the effect that their appointment continues to be in conformity with the limits prescribed under the said Section.

The Audit Report issued by the Statutory Auditors for the financial year ended March 31, 2026, is unmodified and does not contain any qualification, reservation, adverse remark, or disclaimer.

Further, the Statutory Auditors have confirmed that no fraud under Section 143(12) of the Companies Act, 2013 has been reported by them to the Audit Committee or the Board of Directors during the financial year under review.

B. COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the rules made thereunder, the Board of Directors, on the recommendation of the Audit Committee, has reappointed M/s. Ramanath Iyer & Co., Cost Accountants (Firm Registration No. 000019), as the Cost Auditors of the Company to conduct the audit of cost records relating to sugar, electricity and industrial alcohol for the financial year ending March 31, 2027.

In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the Members of the Company. Accordingly, a resolution seeking ratification of the remuneration payable to the Cost Auditors for the financial year 2026-27 forms part of Item No. 6 of the Notice convening the 32nd Annual General Meeting.

The Cost Auditors 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 in terms of Section 141(3), read with the proviso to Section 148(3) and Section 141(4) of the Act.

The Cost Audit Report for the financial year ended March 31, 2026 did not contain any qualification, reservation, adverse remark or disclaimer. The Cost Audit Report for the financial year ending March 31, 2026 will be submitted by the Cost Auditors within the prescribed timelines.

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, 2026. The Secretarial Audit Report is appended to this Report as Annexure VI.

The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2025-26, 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 31st Annual General Meeting (AGM) till the conclusion of 36th AGM of the company at the remuneration to be fixed by the Board of Directors of the company.

The Company has received the necessary Peer Review Certificate, consent, and eligibility certificate from M/s. VKM & Associates confirming their eligibility for appointment as Secretarial Auditor of the Company.

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..

DSIL 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 2025-26.

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

Your directors wish to place on record their sincere gratitude and appreciation to its members, sugar cane growers, employees, bankers, financial institutions, Central & State Government Agencies for their valuable contribution in the growth of the organization.

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 Advised Price (SAP) for sugarcane. For the 2025-26 crushing season, the Government of Uttar Pradesh announced a H30 per quintal increase in the State Advised Price (SAP) of sugarcane for the 2025-26 season. This raises the procurement price to H400 per quintal for early-maturing varieties and H390 per quintal for common varieties, up from H360 in the previous season. The early variety of sugarcane accounts for over 90% of the total cane supplied by farmers.