Operational and Business Performance

The Company has been outstanding in terms of financial

results. The key contributing factors are -

A) The Company successfully -

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

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

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

B) Better sugar sales volume and improved sugar

realization.

C) Sugar exports permitted during the year.

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

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

Financial milestones:

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

Management Discussion and
Analysis Report

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

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

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

During the year under review the Board of Directors of
the Company had in its meeting held on May 14, 2024,
approved the Scheme of Amalgamation of Baghauli
Sugar and Distillery Limited with Dalmia Bharat Sugar and
Industries Limited and their respective shareholders and
creditors, in accordance with Sections 230 to 232 of the
Companies Act, 2013, with effect from Appointed Date of
April 01, 2024.

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

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

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

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

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

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

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

Scheme of Arrangement

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

The Scheme of Arrangement as approved by the Board
of Directors was filed with the BSE Limited and National
Stock Exchange of India Limited in terms of Regulation 37
of the SEBI Listing Regulations for their no objection to the
Scheme of Arrangement. The BSE Limited and National
Stock Exchange of India Limited gave their observation
letter on the Scheme of Arrangement on July 30, 2024
and August 02, 2024, respectively.

Further thereto, the Company submitted the Company
Scheme Application with the Hon'ble National Company
Law Tribunal, Chennai Bench ("NCLT"). The NCLT vide its

order dated December 20, 2024 directed meetings of the
Equity Shareholders, Secured Creditors and Unsecured
Creditors to be convened on February 08, 2025. As per
directions, meetings were convened on February 08, 2025
and the Scheme of Arrangement was approved by the
Equity Shareholders, Secured Creditors and Unsecured
Creditors. The Company then submitted Company Petition
before the NCLT for approval of the Scheme of Arrangement
which is pending before the NCLT.

Dividend

The Board of Directors has, at its meeting held on May 13,
2025, recommended a final dividend of ' 1.50 (75%) per
equity share of the face value of ' 2/- for the FY 2024¬
25, having considered various financial and non-financial
factors prevailed during the year, in terms of the Dividend
Distribution Policy of the Company. The dividend shall be
paid upon approval by the members at the Annual General
Meeting to all the shareholders / beneficial owners whose
names appear in the Register of Members / Beneficial
Owners maintained with depositories as on the Record
Date, i.e., June 30, 2025. The dividend shall be paid to the
shareholders after deduction of applicable tax at source.

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

During the previous FY 2023-24, the Company had paid a
dividend of ' 5/- (250%) to its shareholders as compared
to a total dividend of ' 6/- (300%) paid/recommended
for the year under review.

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

Transfer to General Reserves

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

Subsidiaries, Associates and Joint
Venture Companies

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

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

Financial Statements

The Financial Statements of the Company prepared on
standalone basis including all other documents required
to be attached thereto are placed on the Company's
website at www.dalmiasugar.com. Any member desirous
of obtaining a copy of these documents may write to
the Company Secretary in terms of Section 136 of the
Companies Act, 2013.

Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the
Companies Act, 2013, Shri Bharat Bhushan Mehta,
Director (DIN: 00006890) and Shri Thyagrajan Venkatesan
(DIN: 00124050), are liable to retire by rotation at the
forthcoming Annual General Meeting of the Company
and they have offered themselves for reappointment. The
Board of Directors recommends their reappointment.

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

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

In terms of Section 203 of the Companies Act 2013,
Shri Gautam Dalmia, Managing Director, Shri Pankaj
Rastogi, Whole Time Director and Chief Executive Officer,
Shri Piyush Gupta, Chief Financial Officer and Ms. Rachna
Goria, Company Secretary, hold the positions as Key
Managerial Personnel of the Company as on March 31,
2025.

Board meetings

During the year under review, the Board of Directors of the
Company met five times, i.e., on May 14 2024, August 02,
2024, October 28, 2024, February 02, 2025 and March
19, 2025. The Board meetings were conducted in due
compliance with; and following the procedures prescribed
in the Companies Act, 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 2024-25 and
attendance of the members, terms of reference and other
related matters of the Committees are given in detail in
the Corporate Governance Report, which forms a part of
the Annual Report. The recommendations made by the
Committee(s) during the year under review have been
accepted by the Board of Directors.

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

During the year under review, the annual evaluation of
performance of the Board, Committees and individual
Directors was carried out by the Independent Directors and
the Board of Directors in compliance with the Companies
Act, 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
and evaluation/assessment criterion for carrying out
evaluation, circulated separately.

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, 2025, the applicable accounting
standards have been followed and there are no
material departures from the same;

(b) the directors have selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of
the profit of the Company for that period;

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

(d) the directors have prepared the annual accounts on
a going concern basis;

(e) the directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
operating effectively; and

(f) the directors have devised proper system to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

Nomination and Remuneration Policy

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

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

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

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

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

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

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

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

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

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

Particulars of remuneration of Directors,
Key Managerial Personnel and
Employees

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

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

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

Share Capital

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

Investor Education and Protection Fund

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

Annual Return

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

Corporate Governance Report

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

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

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

Business Responsibility and
Sustainability Report

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

Corporate Social Responsibility (CSR)

The Company has been following the concept of giving
back and sharing with under privileged sections. The
Corporate Social Responsibility of the Company is based
on the principal of Gandhian Trusteeship. The Company
is working towards sustainable livelihood through various
projects including inter-alia Gram Parivartan, Income
Generating Activities and Skilling at DIKSHA Centres, and
Social Infrastructure. The prime objective of the Corporate
Social Responsibility policy is to hasten social, economic
and environmental progress. We remain focused on
generating systematic and sustainable improvement for
local communities surrounding our plants and project sites

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

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

Related Party Transaction Policy and
Transactions

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

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

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

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

Risk Management

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

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

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

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

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

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

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

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

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

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

Whistle Blower Policy and Vigil
Mechanism

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

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

Adequacy of Internal Financial Controls

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

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

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

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

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

Loans, Guarantees, Security and
Investments

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

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

Energy Conservation, Technology
Absorption and Foreign Exchange
Transactions

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

Statutory Auditor and their report

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

There is no qualification, reservation or adverse remark
in their report on Financial Statements. The notes on
Financial Statements referred to in the Auditors' Report
are self-explanatory and do not call for any comments
and explanation. The Auditors have not reported any
matter under Section 143 (12) of the Act during the year
under review.

Cost Records and Auditor

The Company maintains the cost records with respect to
its sugar and power business in terms of section 148 of
the Companies Act, 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
2024-25. They had submitted the Cost Audit Report for
the financial year 2024-25 on August 28, 2024.

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

Secretarial Auditor and their Report

In terms of Regulation 24A of the SEBI Listing
Regulations, the Board of Directors has recommended
to the Shareholders, the appointment of Vikas Gera
& Associates, a peer reviewed Secretarial Audit Firm,
as Secretarial Auditor of the Company to conduct
Secretarial Audit of the Company for a term of five
consecutive years with effect from Financial Year
2025-26 till Financial Year 2029-30.

As required under 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 2024¬
25 is attached and marked as Annexure - 5 and forms
part of this report. There is no qualification, reservation or
adverse remark in the Secretarial Audit Report.

In view of Amalgamation of Baghauli Sugar and Distillery
Limited with the Company pursuant to the Hon'ble
National Company Law Tribunal order dated April 25,
2025, attached also is the Secretarial Audit Report in
Form MR-3 of Baghauli Sugar and Distillery Limited for the
financial year 2024-25.

Compliance with Secretarial Standards

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

Other Disclosures

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

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

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

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

Acknowledgement & Appreciation

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

For and on behalf of the Board of Directors

Gautam Dalmia Pankaj Rastogi

Managing Director Whole Time Director and CEO

Dated: May 13, 2025
Place: New Delhi