Gayatri Sugars Ltd Directors Report

To the Member(s),

Your Directors have pleasure in presenting this 29th (Twenty Ninth) Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2024.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE : Your Companys financial performance during the Financial Year 2023-24 as compared to that of the previous Financial Year 2022-23 is summarized below:-

(Rupees in Lakhs)

Particulars	2023-24	2022-23
Gross Income	37,711.06	38,831.38
Profit/(Loss) Before Interest, Depreciation and Exceptional Item	3,801.12	4,032.51
Finance Charges	2,430.43	2,388.64
Gross Profit/(Loss) before Depreciation and Exceptional Item	1,370.69	1,643.87
Provision for Depreciation	666.75	797.18
Net Profit(Loss) Before Tax and Exceptional Item	703.94	846.49
Exceptional Item	-	2,585.50
Provision for Tax	-	-
Net Profit/(Loss) After Tax	703.94	3,432.19
Balance of Profit/(Loss) brought forward	(16,789.20)	(17,092.61)
Balance available for appropriation	(15,668.14)	(16,789.20)
Proposed Dividend on Equity Shares	-	-
Tax on proposed Dividend	-	-
Transfer to General Reserve	-	-
Deficit carried to Balance Sheet	(15,668.14)	(16,789.20)

2. REVIEW OF OPERATIONS:

Your Directors are pleased to report that during the year under review, the Company crushed 6.87 Lakhs Tons of Sugar cane and 7.62 Lakhs Quintals of Sugar was bagged with an average recovery of 11.10% and 30,870 tonnes of Molasses was produced. The distillery unit produced 83.23 Lakh litres of Ethanol and Impure Spirit.

The Company registered gross revenue of Rs. 37,711.06 Lakhs for the year ended 31st March, 2024 against Rs. 38,831.38 Lakhs for the year ended 31st March, 2024. For the year 2023-24, the company earned EBITDA of 3,801.12 Lakhs compared to Rs. 4,032.51 Lakhs for the previous year 2022-23. The company earned a net profit of Rs. 703.94 Lakhs compared to the net profit of Rs.846.69 Lakhs (before exceptional items of Rs 2,585.50 lakhs) of previous year. The Company registered decrease of 2.97% in turnover as compared to previous years.

i) PROSPECTS FOR THE FINANCIAL YEAR 2024-25:

Though it is too early to estimate the sugar production for ensuing Crushing Season relevant to Financial Year 2024-25, because of monsoon and underground water availability, showing reports are indicating good crushing season

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Boards Report there was no change in the nature of Business of the Company.

4. DIVIDEND:

As the Company has accumulated losses as at 31st March, 2024, the Directors could not recommend dividend on Preference Shares and also on Equity Shares.

5. SHARE CAPITAL:

• Total Number of Equity Shares: 6,48,00,305 and

• Total Number of Preference Shares: 3,01,47,023.

Members are aware that the Company has taken approval for Increase in Authorised Share Capital of the Company from Rs. 110,00,00,000/- divided into Rs. 65,00,00,000 (Rupees Sixty-Five Crores Only) divided into 6,50,00,000 (Six Crores Fifty Lakhs) equity shares of Rs. 10/-each and Rs. 45,00,00,000 (Rupees Forty-Five Crores Only) divided into 4,50,00,000 (FourCrores Fifty Lakhs) Preference Shares of Rs.10 each to Rs. 145,00,00,000 (Rupees One Hundred Forty Five Crores only) divided into Rs.100,00,00,000 (Rupees One Hundred Crores Only) divided into 10,00,00,000 (TenCrores) equity shares of Rs. 10/- each, andRs. 45,00,00,000 (Rupees Forty Five Crores Only) divided into 4,50,00,000 (FourCrores Fifty Lakhs) Preference Shares of Rs.10 each.Further the Company has issued and allotted 3,38,00,000 Share Warrants carrying an entitlement to subscribe to an equivalent number of Equity Shares having face value of Rs.10/- (Rupees Ten Only) each to the person belonging to Non-Promoter group. Further, the Company has received full subscription amount as per the terms of issue of warrants from some of the warrant holders and allotted 38,33,333 equity shares of Rs. 10/- each to the warrant holder from whom full subscription amount received on 12.07.2023. Further also, the Company has converted 1,10,00,000- 6% optionally convertible preference shares in to same number of equity shares of Rs. 10/- each to the promoter group. As a result of the above allotments, the equity Issuedhas been increased from Rs. 43,70,36,430/- to Rs. 58,53,69,760/-. And Subscribed and Paid-Up Capital of the Company has been increased from Rs. 43,70,05,055/- to Rs. 58,53,38,385/-. Due to the conversion of 1,10,00,000- 6% optionally convertible preference shares into equity shares, preference share capital has been reduced from Rs. 41,14,70,230/- to Rs. 30,14,70,230/-. As a result of allotment and conversion of preference shares, the paid up share capital (Equity and Preference) of the Company has been increased to 88,68,08,615/-. Further, the Company has allotted 50,13,329 and12,50,000 equity shares of Rs. 10/- each on 09.11.2023 and 30.12.2023 respectively. As a result of the above allotments, the equity issued has been increased from Rs. 58,53,69,760/- to Rs. 64,80,03,050/-. And Subscribed and Paid-Up Capital of the Company has been increased from Rs. 58,53,38,385/- to Rs.64,79,71,675/-.

Issue of equity shares with differential rights:

During the period under review, the Company hadnt issued equity shares with differential rights.

Issue of Sweat Equity Shares

During the period under review, the Company hadnt issued sweat equity shares.

Details of Employee Stock Options

During the period under review, the Company hadnt issued stock options to the employees of the Company.

6. BOARD MEETINGS:

During the Financial Year ended 31st March, 2024, The Board of Directors of your Company met 06 (Six) times on 1st May 2023, 25th May 2023, 7th August 2023, 14th November 2023, 19th December 2023 and 14th February 2024. The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report. The intervening time gap between two consecutive Meetings was within the period prescribed under the Companies Act, 2013 read with relevant notifications.

7. TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to reserves during the Financial Year ended 31st March, 2024.

8. TRANSFER OF UNCLAIMED DIVIDEND :

There is no Un-claimed dividend to be transferred to IEPF (Investor Education and Protection Fund).

9. KEY MANAGERIAL PERSONNEL AND DIRECTORS:

The following are the Key Managerial Personnel (KMP) of the Company pursuant to the provisions of Section203 of the Companies Act, 2013, as on 31stMarch, 2024:-1. Mrs. T. Sarita Reddy, Managing Director 2. Mr. V. R. Prasad, Chief Financial Officer 3. Mrs. D S V R Susmitha, Company Secretary & Compliance Officer

Independent Directors declaration:

All the Independent Directors of your Company, viz., Mr. T. R. Rajagopalan, Mr.Raghuraj Suresh Bhalerao, and Mr.Venkata Narayana Rao Paluri have registered themselves with the databank maintainedby the Indian Institute of Corporate Affairs, in terms of the provisions of amended Rule 6 of the Companies(Appointment and Qualification of Directors) Rules, 2019 and the Companies (Creation and Maintenance ofDatabank of Independent Directors) Rules, 2019.

The Company has received the necessary declaration from eachIndependent Director in accordance with Section 149(7) of the Companies Act, 2013, read with Regulations 16 and 25(8) of theListing Regulations that he meets the criteria of independence aslaid out in Section 149(6) of the Companies Act, 2013 and Regulations16(1)(b) and 25(8) of the Listing Regulations(LODR), 2015 and the same have been taken on record by the Board after undertaking due assessment of the veracity ofthe same.

The criteria for determining qualifications, positive attributes and independence of Directors is provided in theNomination and Remuneration Policy of the Company is available on the website, viz., http://www.gayatrisugars.com/at the web linkhttp://www.gayatrisugars.com/ CorpPolicies.html

All the Independent Directors of the Company have complied with the Code for Independent Directorsprescribed in Schedule IV to the Companies Act, 2013. The details of familiarization programmes attended by the Independent Directors during the Financial Year 2023-24 are available on the website of the Company,http://www.gayatrisugars.com/at the web linkhttp:/ /www.gayatrisugars.com/CorpPolicies.html

Appointments/Re- Appointments:

As per provisions of the Section 152 of the Companies Act, 2013, read with AOA of the company. Mrs.Indira Reddy,retires by rotation at this ensuing AGM and being eligible offer herself for re-appointment.

The resolution for re-appointment of Mrs. TIndira Reddy forms part of the notice convening the ensuing AGM.

Further the term of Mrs. T Sarita Reddy as a Managing Director will expire on 30th April 2025. The Nomination and Remuneration Committee and Board had recommended the reappointment of her for another period of three years effective from 01.05.2025.

Further based on the recommendation of Nomination and Remuneration Committee, the board of directors have appointed Mr. C.V. Rayudu (DIN 03536579) as an Additional Director of the company on August 7, 2024. The term of Mr. P.V. Narayana Rao, (DIN 07378105) will expires on February 10, 2025. The Board has recommended the appointment of Mr. P.V. Narayana Rao (DIN 07378105) as an Independent Director of the company for anohter term of 5 years from February 11, 2025.

Further also the term of 10 years of Mr.T. R. Rajagopalan as an Independent Director will expire on 29th September 2024.

The profile and particulars of experience, attributes and skills of the Directors, recommendations to the shareholders are forming part of the notice convening the AGM.

10. COMMITTEES OF BOARD:

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board of Directors has constituted various committees of Board such as Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committeeand Management committee. The details of Composition and terms of reference of these committees are mentioned in the Corporate Governance Report and available on company website also.

11. POLICY LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE FOR

REMUNERATION OF DIRECTORS, KMP & OTHER EMPLOYEES:

The Board, on the recommendations of the Nomination and Remuneration Committee, determines the characteristics, skills and other attributes required for appointment and removal of Directors. For this, the Company hasNomination and Remuneration policy,which is performance driven and is structured to motivateDirectors and Employees,recognize their merits and achievements and promote excellence in their performance.

The salient features of the policy are: a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation. c) To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management. d) Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

The above Policy is available on the website of the Company www.gayatrisugars.com/ at the web linkhttp://www.gayatrisugars.com/CorpPolicies.html

Manner in Which Formal Annual Evaluation has been made by the Board of its Own Performance and that of its Committees and Individual Directors:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out evaluation of (i) its own performance, (ii) the directors individually and (iii) working of its Committees. The manner in which the evaluation was carried out as detailed below: (a) Nomination & Remuneration Committee: Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated the criteria for evaluation of directors and evaluated every director. A structured questionnaire was prepared after taking into consideration of various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the Company etc., and accordingly the evaluation was made. The Members of the Committee evaluated the individual directors at its meeting held on 14.02.2024.

(b) Separate Meeting of Independent Directors: The Independent directors of the Company at its meeting held on 14.02.2024(a) reviewed the performance of the Non-Independent directors and Board, (b) reviewed the performance of the Chairperson of the Company and (c) assessed the quality, quantity and timeliness of flow of information between the Company management and the Board etc. All the Independent Directors attended the meeting.

A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the Company etc., and accordingly, the evaluation was made. The Independent directors evaluated the Non-Independent directors.

A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the Company etc., and accordingly, the evaluation was made. The Independent directors evaluated the Non-Independent directors.

The Independent Directors decided that since the performance of the Non-Independent Directors (including Managing Director and Non- Executive Directors)is satisfactory, the term of their appointment be continued.

The Independent Directors after review of the performance of the Chairperson decided that the Chairperson has good experience, knowledge and understanding of the Boards functioning and her performance is excellent. The Independent Directors decided that the information flow between the Companys Management and the Board is excellent.

(c) Evaluation by Board: The Board has carried out the annual performance evaluation of its own performance, the Directors individually (excluding the director being evaluated) as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, effectiveness in developing Corporate Governance structure to fulfil its responsibilities, execution and performance of specific duties etc. The Board decided that the performance of individual directors, its own performance and working of the committees is excellent.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby 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 and loss of the Company for that period; (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) Thedirectorshad laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectivelyexcept for the material weakness/deficiency;and (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.

13. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF

THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

There are no Companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the year.

14. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) oftheCompaniesAct,2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2024 is available on the Companys website on https://www.gayatrisugars.com/pdf/ yrly/AR%20GSL-2023-24.pdf.

15. STATUTORY AUDITORS AND THEIR REPORT:

Members are aware that the Company has re-appointed M/s. MOS & Associates LLP, Chartered Accountants were appointed as Statutory Auditors of the Company at the 27thAnnual General Meeting held on to hold office for a term of five consecutive years from the conclusion of 27thAnnual General Meeting [AGM] till the conclusion of 32ndAnnual General Meeting. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors Report to the members of the Company on the financial statements for the financial Year endedMarch 31, 2024 forming part of this report contains a qualified opinion on estimating the Electricity duty amounting to Rs. 283.99 Lakhs as a Contingent Liabilityand on internal financial control over the financial reporting as per note No. 27.2 forming part of the financial statements. In the event of an un-favourable verdict/outcome in this matter, the Management based on the Supreme Courts interim orders and considering the inherent uncertainty in predicting the final outcome of the above litigation estimates the impact of the potential liability to be Rs. 170 lakhs.

16. INTERNAL AUDITORS:

As per the provisions of Section 138 of the Companies Act, 2013 read with the rules made there under, the Company has appointed M/s. PPKG & Associates as internal auditors to conduct the audit for the FY 2023-24. The Internal Auditor shall present the report to Audit Committee directly.

17. SECRETARIAL AUDIT:

As per the provisions of the Section 204(1) of the Companies Act, 2013, the Company has appointed Mrs.T Durga Pallavi, Practicing Company Secretary to conduct Secretarial Audit of the records and documents of the Company. The Secretarial Audit Report for the Financial Year ended March 31, 2024 in Form No MR-3 is annexed to the Directors Report as Annexure - I and forms part of this Report. The Secretarial Auditors Report to the Members of the Company for the Financial Year ended March 31, 2024 does not contain any qualification(s) or adverse observations.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

OUTGO:

The required information as per Sec. 134(3)(m) of the Companies Act 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 is provided hereunder:

A. Conservation of Energy: i) The steps taken or impact on conservation of energy:

The Company has already installed the required energy conservation equipments and hence no additions were made during the year. ii) Step taken by the Company for utilizing alternate source of energy:

The company doesnt have alternative source of Energy, since the Company has Co-gen power facility.

iii) Capital investment on energy conservation equipments:

During the year no investment was made towards energy conservation equipments.

B. Technology Absorption: i) Efforts made towards Technology Absorption:

Certain modification were undertaken to reduce power Consumption in earlier financial year. In the current year no such requirement was there.

ii) The benefit derived like product improvement, cost reduction, product development or import substitution, etc.

The benefit derived is same as the earlier year. iii) Details of Technology imported during the last 3 years reckoned from the beginning of the financial year:

During the period of last three years, there was no import of Technology. iv) Expenditure incurred on Research & Development:

There was no expenditure incurred on Research and Development.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL Foreign Exchange Outgo : NIL

19. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Companys internal control system is aimed at proper utilisation and safeguarding of the Companys resources and promoting operational efficiency. The internal audit process reviews the in-system checks, covering significant operational areas regularly.

The Companys Audit Committee is responsible for reviewing the Audit Report submitted by the Internal Auditors. Suggestions for improvements are considered and the Audit Committee follows up on the implementation of corrective actions. The Audit Committee also invites the Statutory and Internal Auditors for regular meetings to ascertain their views on the adequacy of internal control systems and keeps the Board of Directors informed of its observations from time to time.

The statutory auditors had a qualified opinion on the Internal financial controls over the financial reporting stating that material weakness has been identified as at March 31, 2024 in the Company relating to deficiency in internal financial controls over financial reporting in respect of management assessment of estimating potential liability relating to disputed matter as per Note No. 28.16 forming part of financial statements.

The Management conducted an assessment of the effectiveness of the internal control over financial reporting using the criteria established by the Company considering the essential components of internal control 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 this assessment, Management is of the view that based on Supreme Courts interim orders and considering the inherent uncertainty in predicting the final outcome of the above litigations estimates the impact of potential liability to be Rs. 170 Lakhs.

20. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVENAND

SECURITIES PROVIDED:

Particulars of loans, guarantees given and investments made during the year under review in accordance with section 186 of the Companies Act, 2013 is annexed to this report as

Annexure - II.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of the Annual Report as Annexure –III.

22. RISK MANAGEMENT:

The Company has been addressing various risks impacting the Company and developed risk policy and procedures to inform Board members about the risk assessment and minimization procedures.

23. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company at http://www.gayatrisugars.com/Investors/Corporate Governance/Policies

24. DISCLOSURE AS PER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review. Further the Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

25. CORPORATE SOCIAL RESPONSIBILTY ("CSR"):

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, read with schedule VII, The Board of Directors constituted Corporate Social Responsibility Committee at Board Meeting held on August 14, 2017. The details of the Committee are given in Corporate Governance Report (Annexure V).Since, the Company is having average negative profits in the immediately preceding three years, not required to spend any amount towards CSR. However, the Company has adopted Corporate Social Responsibility Policy. The CSR policy is available on the website of the Company www.gayatrisugars.com. The details on CSR policy and activities is presented in the Annexure-IV.

26. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

Demand of Rs. 1,38,81,669/- was raised by the Commissioner of Customs, Central Excise & Service Tax, Hyderabad-1 Commissionarate, being the amount equal to 10% or 5% of the value of Exempted goods i.e. Electricity sold by the company for the period Nov-2006 to Dec-2010 in the case of Kamareddy Unit of Rs. 58.53 Lakhs and for the period Mar-2006 to Mar-2012 in the case of Nizamsagar Unit of Rs. 80.29 Lakhs both put together Rs 138.82 Lakhs.

The Customs, Excise and Service Tax Appellate Tribunal, Regional Bench at Hyderabad has set aside the impugned order for Excise Duty demand of Rs. 58.53 Lakhs relating to Kamareddy Unit of the Company.

The Customs, Excise and Service Tax Appellate Tribunal, Regional Bench at Hyderabad yet to hear relating to Nizamsagar Unit Demand of Rs 80.29 Lakhs.

27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

After clousure of the Financial year, the Company has alloted 13,99,996 equity shares upon conversion of warrants on 12-07-2024.

Other than the mentioned above there were no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

28. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

During the period under review, there was no revision of financial statement or the Report

29. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The policy on dealing with Related Party Transactions is disseminated on the website of the company at http://www.gayatrisugars.com/CorpPolicies.html All the related party transactions by the Company during the year 2023-24 were on an arms length basis and were in the ordinary course of business and as such the provisions of section 188 are not attracted. There are no materially significant Related Party Transactions with Promoters, Directors, Key Managerial Persons or other designated persons during the year.

The details of Related Party Transactions entered by the Company in the ordinary course of Business at arms length basis are detailed in the notes forming part of the financial statements.

30. DEPOSIT:

During the year, your Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on Balance Sheet date. Further, the Company has received an amount of Rs. 2,295 lakhs from related parties as Inter corporate deposits which are exempted from the definition of Deposit. The outstanding unsecured loan balances which were exempted from the definition of Deposit as on 31st March 2024 is Rs. 5,452.08lakhs (including Term Loan from Sugar Development Fund).

31. DISCLOSURE ABOUT COST AUDIT:

As per section 148 of the Companies Act, 2013 and rule 14 of the Companies (Audit and Auditors) Rules, 2014, Company is required to appoint Cost Auditor. The Board of directors and the Audit Committee of the Board has approved the appointment of M/s. Narasimha Murthy & Co., as Cost Auditor to audit the cost records of Sugar, Power and Distillery division of the Company for the financial year 2024-25and the remuneration payable to them for the Financial Year 2024-25 is subject to ratification by the shareholders of the Company.

Further as per section 148(1) of the Companies Act, 2013 read with Companies (Accounts) Amendment Rules, 2018, maintenance of cost records as specified by the Central Government under sub section (1) of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

32. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report as Annexure -V. Certificate from the practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under aforesaid regulations is attached to this report.

33. PARTICULARS OF EMPLOYEES:

Details in respect of remuneration paid to employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.

The ratio of the remuneration of each Director to the median employees remuneration and other 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 enclosed in Annexure – VI and forms part of this Report.

34. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to BSE Limited where the Companys Shares are listed.

35. FRAUD REPORTING:

There have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act,2013 and the Rules framed thereunder, either to the Company or to the Central Government.

36. DEPOSITORY SYSTEM:

Your Companys Equity Shares are available for dematerialization through National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL).

37. SECRETARIAL STANDARDS:

The Company has in place proper system to ensure compliance with provisions of the applicableSecretarial Standards issued by The Institute of Company Secretaries of India and such system are adequate and operating effectively.

38. AWARDS AND ACCOLADES:

The company bagged the following Awards from South India Sugar Cane and Sugar Technologists Association (SISSTA) for the past years from 2012-13 onwards:

Year	Category	Award
2023-24	Best Sugar Cane Development	Golden Award
2023-24	Best Co-Generation	Platinum Award
2023-24	Best Technical Efficiency	Golden Award
2022-23	Best Sugar Cane Development	Golden Award
2022-23	Best Co-Generation	Platinum Award
2022-23	Best Technical Efficiency	Golden Award
2021-22	Best Sugar Cane Development	Golden Award
2021-22	Best Co-Generation (Kamareddy Unit)	Golden Award
2021-22	Best Technical Efficiency	Silver Award
2021-22	Best Distillery Performance	Silver Award
2021-22	Best Co-Generation (Nizamsagar Unit)	Silver Award
2018-19	Best Technical Efficiency	Platinum Award
2018-19	Best Sugar Cane Development	Platinum Award
2018-19	Best Co-Generation	Golden Award
2017-18	Best Cogeneration	Platinum Award
2017-18	Best Technical Efficiency	Golden Award
2015-16	Best Cogeneration	Platinum Award
2014-15	Best Cogeneration	Platinum Award
2014-15	Best Technical Efficiency	Silver Award
2014-15	Best Sugarcane Development	Silver Award
2012-13	Best Cogeneration	Platinum Award
2012-13	Best Sugarcane Development	Golden Award
2012-13	Best Technical Efficiency	Silver

39. Other Disclosures:

a. There are no proceedings initiated/pending against Your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

b. There were no instances where Your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

c. There were no failure instances occurred to implement corporate actions

d. No delay in holding the annual general meeting

e. The shares of the Company have been listed and traded on the BSE Limited. The securities of Company have not been suspended from trading on BSE Limited.

40. ACKNOWLEDGEMENTS:

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, clients, Banks, Central and State Governments, the Companies valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Yours Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.