Dhampur Bio Organics Ltd. has announced that its 5th Annual General Meeting (AGM) will be held on Friday, July 11, 2025, at 4:00 P.M. (IST). The meeting will be conducted via two-way Video Conferencing (VC) or Other Audio-Visual Means (OAVM). Key agenda items for shareholder approval include the adoption of the financial statements for the year ended March 31, 2025, the declaration of a final dividend of ₹1.25 per equity share for the financial year 2024-25, and several key managerial re-appointments.
| Particulars | Details |
|---|---|
| Dividend per equity share | ₹1.25 (12.50% on face value) |
| Financial Year | 2024-25 |
| Record Date for Dividend | July 4, 2025 |
| AGM Date for Shareholder Approval | July 11, 2025 |
Financial Performance for FY 2024-25
The company will present its audited financial results for the year ended March 31, 2025, for adoption by the shareholders.
| Metric | Consolidated FY25 | Standalone FY25 |
|---|---|---|
| Revenue from Operations | 2692.98 | 2714.40 |
| Profit before finance costs, tax, depreciation and amortization, exceptional items and other comprehensive income | 138.46 | 143.64 |
| Finance Costs | 67.10 | 66.99 |
| Depreciation and Amortization Expense | 53.89 | 53.85 |
| Profit Before Tax (after exceptional items) | 15.71 | 17.84 |
| Provision for Tax | 1.02 | 5.75 |
| Net Profit for the Year | 14.69 | 12.09 |
According to the company's explanatory statement, its operations and financial profits for FY25 were adversely impacted. This was attributed to industry-wide phenomena in Uttar Pradesh, including lower sugarcane yield and recovery, primarily caused by challenging weather conditions and infestations of diseases in sugarcane. The management stated it is implementing a range of strategic and operational initiatives, including cane development activities, to enhance the company's profitability and improve margins through cost reduction.
Key Agenda Items for the AGM
The AGM will transact the following key businesses:
Ordinary Business:
- Adoption of Financial Statements: Consideration and adoption of the audited standalone and consolidated financial statements for the financial year ended March 31, 2025, along with the Reports of the Board of Directors and Auditors thereon.
- Declaration of Dividend: As recommended by the Board of Directors, declaration of a final dividend at the rate of 12.50%, which translates to ₹1.25 per equity share, for the financial year 2024-25. The record date for determining the entitlement of shareholders to receive this dividend has been fixed as Friday, July 4, 2025.
- Re-appointment of Director: Appointment of a director in place of Mr. Vijay Kumar Goel (DIN: 00075317), who retires by rotation at this AGM and, being eligible, has offered himself for re-appointment.
Special Business:
Several items of special business requiring shareholder approval through special resolutions include:
- Remuneration of Cost Auditor: Ratification of the remuneration of ₹1,80,000, plus applicable taxes and reimbursement of out-of-pocket expenses, payable to Mr. S.R. Kapur, Cost Accountant, who was appointed as the Cost Auditor for the financial year 2025-26.
- Appointment of Secretarial Auditor: Appointment of M/s GSK & Associates, Company Secretaries, Kanpur (Firm Registration No: P2014UP036000), as Secretarial Auditors of the Company. They are proposed to be appointed for a term of five consecutive years, commencing from April 1, 2025. The proposed remuneration for the financial year ending March 31, 2026, is ₹7,50,000, plus applicable taxes and reimbursement of expenses.
- Re-appointment and Remuneration of Key Managerial Personnel:
- Mr. Vijay Kumar Goel (DIN: 00075317) as Chairman and Executive Director: Seeking approval for re-appointment for a term of three years, from May 5, 2025, to May 4, 2028. His proposed remuneration includes a basic salary of ₹1.75 crore per annum, with an annual increment of 5%, along with various perquisites and eligibility for commission.
- Mr. Gautam Goel (DIN: 00076326) as Managing Director and Chief Executive Officer: Seeking approval for re-appointment for a term of three years, from May 5, 2025, to May 4, 2028. His proposed remuneration includes a basic salary of ₹2.90 crore per annum, with an annual increment of 7.5%, in addition to perquisites and commission.
- Mr. Sandeep Kumar (DIN: 06906510) as Whole-Time Director: Seeking approval for re-appointment for a term of one year, from May 5, 2025, to May 4, 2026. His proposed remuneration includes a basic salary of ₹45 lakh per annum and a house rent allowance/company-provided accommodation valued at ₹18 lakh per annum.
AGM Participation, E-Voting, and Other Information
Shareholders will be able to attend and participate in the AGM through the VC/OAVM facility provided by National Securities Depository Limited (NSDL). The company has also arranged for remote e-voting for its members to cast their votes on the resolutions set out in the AGM notice. The remote e-voting period will commence on Monday, July 7, 2025, at 9:00 A.M. (IST) and will conclude on Thursday, July 10, 2025, at 5:00 P.M. (IST). Shareholders whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date, Friday, July 4, 2025, will be eligible to cast their vote electronically.
The Notice of the 5th AGM, along with the Annual Report for 2024-25, has been sent electronically to members and is also available on the company's website (www.dhampur.com), as well as on the websites of the BSE Limited (www.bseindia.com) and the National Stock Exchange of India Ltd. (www.nseindia.com).
The company has reminded shareholders to update their Permanent Account Number (PAN) with the depositories (for shares held in dematerialized form) or with the company's Registrar and Transfer Agent (RTA), M/s Alankit Assignments Limited (for shares held in physical form). This is to ensure compliance with income tax regulations regarding deduction of tax at source on dividends. Non-resident shareholders may need to provide additional documents to avail benefits under tax treaties.
The notice for the AGM was issued on June 18, 2025, and signed by Ashu Rawat, Company Secretary and Compliance Officer of Dhampur Bio Organics Ltd.
