Prudential Sugar Corporation Ltd Directors Report

DIRECTORS REPORT

To,

The Members,

Your Directors have pleasure in presenting the35^th Annual Report and the Audited Financial Statements forthe Financial Year ended March 31,2026.

Financial Results

The performance for the Financial Year ended March 31,2026 is as under:

				(Rs.in Thousands)
	Standalone		Consolidated
PARTICULARS	March 31,2026	March 31,2025	March 31,2026	March 31,2025
Total Income	10,02,371.26	9,97,164.73	10,49,962.62	10,53,107.59
Profit/(Loss) before Interest & Depreciation	84,387.66	63,070.58	1,21,276.61	1,13,586.32
Less: Interest	37,465.34	33,124.94	37,503.96	33,266.74
Profit/(Loss) after Interest & before Depreciation	46,922.32	29,945.64	83,772.65	80,319.58
Less: Depreciation	85.48	85.78	240.35	85.78
Profit/(Loss) before Tax	46836.34	29,859.86	83,532.30	80,233.80
- Taxation for earlier years	0.00	0.00	0.00	0.00
- Current Tax	11,787.90	8,812.87	21,892.20	22.826.90
- Deferred Tax Assets	0.00	0.00	0.00	0.00
Net Profit after Tax and dividend	35,048.94	21,046.99	61,640.10	57,406.90
Add: Balance brought from previous year	4,55,313.03	4,34,266.05	5,82,658.99	5,25,252.09
Surplus/(loss) carried to Balance Sheet	4,90,361.97	4,55,313.03	6,43,694.67	5,82,658.99

State of the Affairs of the Company

The Company continues to be in the business of Trading of Sugar and its allied products domestically by virtue of its expertise in manufacturing and trading of commodity for several years now. Besides the business of trading, the Board of Directors of the Company has proposed to embark upon making fresh Investments for expansion and growth of the existing business, which includes Investments in Subsidiaries and other new acquisitions if found feasible and also explore new initiatives into diverse areas of business, capital expenditure, working capital, venturing into the business of Green Energy as a green field project etc.

Share Capital:

Authorized Share Capital

During the year under review, there was no change in authorized share capital of the Company. Authorized share capital of the company as on March 31, 2026 was Rs.75,00,00,000, comprising of 5,00,00,000 equity shares of Rs.10 each and 50,00,000 No of 16% Cum Redeemable Preference shares of Rs.50.

Paid-up Share Capital

During the Financial Year 2025-26, there was no change in paid up share capital of the Company. Fully Paid up share capital of the company as on March 31, 2026 was Rs.36,33,20,000, comprising of the following:

1. 1,54,06,400 equity shares of Rs.10 each

2. 1,03,45,600 Equity shares of Rs.10 each

- (Converted from 2586400 Equi preference Shares of Rs.40 each)

3. 20,00016% Cum. Redeemable Pref. Shares of Rs.40 each

- (Rs.10 converted into Equity)

4. 65,000,00 Equity shares of Rs.10 each

Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares

The Company has not issued any bonus shares during the year under review.

Employees Stock Option

The Company has not provided any Stock Option Scheme to the employees.

Dividend

Your Directors have not recommended any dividend on Equity Shares for the year under review.

Transfers to Reserves

Your Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under review.

Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under.

Subsidiaries, Associates and Joint venture

During the financial year 2017-18, your company had acquired the Equity Shares in Prudential Ammana Sugars Limited, which has become 100 percent subsidiary of the Company. Whereas, in the Financial year under review, your Company had invested Rs.100 Lakhs in Helios Sustainable Energy Limited and acquired 95.24% shareholding of the Company which also has become a subsidiary of the Company.

Statement containing salient features of the financial statement of the above mentioned subsidiaries has been given in Form AOC-1 in the Annexure-VII to this report.

Your Company does not have any Joint Ventures or Associate Companies.

Number of Meetings of the Board of Directors

The Board of Directors duly met 8 times during the financial year from April 1, 2025 to March 31, 2026, the details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and Secretarial Standard -1.

Independent Directors Meeting

The Independent Directors met on February 13, 2026, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Indian Accounting Standards (IND-AS)

Your Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1, 2017 pursuant to the Companies (Indian Accounting Standard) Rules, 2015 as notified by the Ministry of Corporate Affairs on February 16, 2015. Accordingly, your Company has prepared financial results on standalone basis as per Ind-AS, the formats for Unaudited/Audited quarterly financial results i.e. Statement of Profit and Loss and the Unaudited/Audited Half-Yearly Balance Sheet are to be submitted to the stock exchanges, shall be as per the formats for revised Balance Sheet and Statement of Profit and Loss as prescribed in Schedule III to the Companies Act, 2013.

Extract of Annual Return

As required by Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the Annual Return in Form MGT-9 is available on the Companys website at http://www.prudentialsugar. com/shareholders information.

Directors Responsibility Statement as required under Section 134 of the Companies Act, 2013

Pursuant to the requirement under Sec 134(3)(C) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms that:

a. in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

b. the Directors have 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 as at March 31, 2026 and Statement of Profit and Loss 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the Annual Accounts for the Financial Year ended March 31,2026 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 were operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis discusses the key issues concerning the business and carried on by the Company and the same is enclosed as Annexure - V to this Report.

Corporate Social Responsibility (CSR) Initiatives:

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company ie. (a) net worth of the Company to be Rs.500 crore or more; or (b) turnover of the company to be Rs. 1,000 crore or more; or (c) net profit of the company to be Rs. 5 crore or more. As the Company does not fall under any of the threshold limits given above, the provisions of section 135 are not applicable to the Company.

Audit Committee

The Composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following Directors namely Mr. Dilip Raj Singhvi, Chairman, Ms. Priyanka Rajora and Mr. Pradeep Chaturvedi.

Brief description of terms of reference:

• Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal;

• carry on the evaluation of every directors performance;

• formulation of the criteria for determining qualifications, positive attributes and independence of a director;

• recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

• formulation of criteria for evaluation of Independent Directors and the Board;

• devising a policy on Board diversity; and

• any other matter as the Board may decide from time to time.

Nomination and Remuneration policy

In compliance to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has recommended to the Board a Nomination and Remuneration policy with respectto appointment/ nomination and remuneration payable for the Directors, Key Managerial Personnel and senior level employees of the Company. The said policy has been adopted by the Board and the same was discussed in the Corporate Governance Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

Particulars of Loans, Guarantees or Investments under Section 186

The company has not given any Loans, Guarantees, and made Investments during the Financial Year ended on March 31, 2026, in compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188

All transactions entered by the Company with Related Parties, if any, were in the Ordinary course of Business and are at Arms Length pricing basis. The Audit Committee granted approvals for the transactions and the same were reviewed by the Committee and the Board of Directors.

There were no materially significant transactions with Related Parties during the financial year 2025-26 which were in conflict with the interest of the Company. The details of contracts and arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013 are given as Annexure -1 to the Boards Report in form # AOC-2 pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014.

During the year under review there are no contracts / arrangements / transactions entered by the Company during the financial year with related parties and do not attract the provisions of Section 188 of the Companies Act, 2013.

The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - II to this Report.

Mechanism for Evaluation of Board

Pursuant to section Sec 134 (3)(q) read with Rule 8 (5) (viii) of Companies (Accounts) Rules evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

A. Criteria for evaluation of Board of Directors as a whole

i. The frequency of meetings;

ii. The length of meetings;

iii. The administration of meeting;

iv. The number of committees and their roles;

v. The flow of information to board members and between board members;

vi. The quality and quantity of information; and

vii. The Disclosure of Information to the stakeholders.

B. Criteria for evaluation of the Individual Directors

i. Ability to contribute and monitor corporate governance practices;

ii. Ability to contribute by introducing best practices to address top management issues;

iii. Participation in long term strategic planning;

iv. Commitment to the fulfillment of director obligations and fiduciary responsibilities;

v. Guiding strategy;

vi. Monitoring management performance and development;

vii. Statutory compliance & Corporate governance;

viii. Attendance and contribution at Board /Committee meetings;

ix. Time spent by each of the member; and

x. Core competencies.

Details of Directors or Key Managerial Personnel who were appointed or have resigned during the Year

In terms of Section 152 of the Companies Act, 2013, Mr. Mahip Jain, Non-Executive Director would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Mr. Mahip Jain has offered himself for re-appointment.

Based on the confirmations received from the Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

Statutory Auditors

M/s. PPKC & Co., Chartered Accountants, (Firm Registration #009655S) were appointed as Statutory Auditors of your Company to hold office from the conclusion of the 31st ACM until the conclusion of the 36th ACM to be held in the year 2027. The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide Notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi.

Qualification by Statutory Auditors

• The Consolidated Financial Statements have been stated to be prepared in accordance with Ind AS; however, the Company has not followed the conversion provisions of Ind AS 101 at the transition date, and detailed procedures and supporting documentation relating to the fair value measurement of all assets and liabilities were not made available to us. Accordingly, we were unable to determine the consequential impact, if any, on the Financial Statements.

• Advances have been paid/received to/from various parties, the details, confirmation, reconciliation, purpose of such advances are yet to be provided in respect of certain parties.

• The Balances of Current Assets, Other Non-Current Assets, Current Liabilities, Non-Current Liabilities, Other Non-Current Liabilities & Other Current Liabilities are subject to confirmations/reconciliations.

• The Company has various legal cases pending before Honble Courts & other Government authorities, at various levels, the outcome of these cases cannot be ascertained

• During the year, the Company has carried out multiple inter-balance transfers and adjustments between various parties/accounts during the year without obtaining proper confirmations, agreements, or consent from the respective parties for such set-off of balances. In the absence of supporting documentation and independent confirmations from the concerned parties, we are unable to comment on the correctness, completeness, and recoverability/payability of such balances and the consequential impact thereof on the Consolidated Financial Statements.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s.RBM & Associates, Practicing Company Secretaries for conducting Secretarial Audit of the Companyforthefinancialyear2025-26.

Cost Auditors

The appointment of Cost Auditors for the year ended March 31, 2026, was not mandated since the Company has not been engaged in manufacturing operations.

Internal Auditors

The Board of Directors of the Company has opined that it was not required to assign the function of Internal Audit to an independent firm of Chartered Accountants to carry out Internal Auditing of books of accounts in pursuance of Section 138 of the Companies Act, 2013 read with rules made there under, in view of the fact that there were no commercial/ operational transactions during the year.

Internal financial control and its adequacy

The Board of your Company has laid down internal financial controls which comply with the provisions of the Companies Act, 2013 and Listing Regulation with Stock Exchange and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Corporate Governance

The Company is committed to good corporate governance in line with the SEBI (LODR) Regulations, 2015 and Provisions, Rules and Regulations of the Companies Act, 2013. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with BSE. A certificate of compliance from M/s. PPKC & Co., Chartered Accountants and the report on Corporate Governance form part of this Directors Report.

Vigil Mechanism

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims at conducting the affairs of the company in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization

of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases.

Secretarial Auditor Report

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors has appointed M/s. RBM & Associates, Company Secretaries as Secretarial Auditors to conduct Secretarial audit of the company for the Financial Year Ended on March 31,2026.

Secretarial Audit Report issued by RBM & Associates, Company Secretaries in form MR-3 is enclosed as Annexure - III to this Annual Report.

Statement of particulars of appointment and remuneration of managerial personnel

The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - IV to this Annual Report.

There are no employees whose particulars need to be furnished pursuant to Rule 5(2) The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has set internal control systems to maintain accurate and complete accounting records, to safeguard its assets, to prevent and detect any frauds and errors.

The Company has appointed Internal Auditors to observe the Internal Controls, whether the workflow of organization is being done through the approved policies of the Company. In every Quarter during the approval of Financial Statements, Internal Auditors will present the Internal Audit Report and Management Comments on the Internal Audit observations; and

The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Fixed Assets Policy, Whistle Blower Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

Change in the nature of business

Ever since to the sale of its business and assets in the year 2017, the Company continues to engage in trading of Sugar and its allied products by virtue of its management and marketing expertise for several years now. As a part of the Companys quest to venture into making investments in diversified areas of business it has made participated in Helios Sustainable Energy Private Limited with an investment of Rs. 100 lacs and acquired 95.24% of Company shareholding.

The Company under Helios Sustainable Energy Private Limited plans to setup a Solar Power Panel manufacturing facility, as a Green field project, in Jodhpur in the state of Rajasthan. Plans are afoot to identify a suitable land to set up the facility with the support of the Government of Rajasthan. The Company is hopeful and confident to complete the project by end of the FY 2026-27 and also commission the plant by the end of 1st quarter of the FY 2027-28.

Also, the Company is planning to re-enter into import/export of raw-sugar as the Government of India has recently permitted the sugar industry to import duty-free raw sugar to refine the same and sell in the domestic market to meet the market demand due to glut in the sugar inventories held by the sugar industry.

The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

As disclosed in the Directors Report in the Balance Sheet for the previous Financial Year ended March 31, 2026, a few legal cases which were filed by Mr. Ch. Krishna Murthy against the Company and by the Company against him, though not materially significant and would not in any manner impact the going concern status of the Company and the Companys operations in future, are pending at various stages before the respective Courts/Tribunals.

The details of the cases filed:

#	Case Number	Case Status
Against the Company
1	OS821/2014	The Suit filed by Mr. Ch. Krishna Murthy and Sri Venkateshwara Sugar Industries Private Limited against Mr. Vinod Baid and the Company before the II Additional Chief Judge, City Civil Court, Hyderabad along with Interim Application IA No. 2074 by2014) seeking injunction on the Postal Ballot conducted by the Company for sale/transfer of the Companys Sugar business and other consequential acts relating to the postal ballot. While the IA 2074 was disposed off in favor of the Company, the Main Suit is presently pending disposal before the Honble Court.
2.	OP 2956/2014	Mr. Ch. Krishna Murthy filed a petition u/s 9 of Arbitration Act before the XXV Additional Chief Judge, City Civil Court, Hyderabad, seeking direction from the Honble Court to appoint a Receiver/Auditor to protect his alleged investment in the Company. The matter is pending before the Honble Court.
3.	CP 184/241	Mr. Ch. Krishna Murthy filed a Company Petition against the Company and the Directors of the Company before the National Company Law Tribunal, Hyderabad for multiple interim reliefs relating to the operations of the Company and the transfer of assets of the Company executed in favor of Natems Sugar Private Limited. Pursuant to the Honble Supreme Courts Order the Company has filed its counter and the matter is pending adjudication before the Tribunal as on date.
	By the Company
1.	OS 384/2013	The Company had filed a Suit against Mr. Ch. Krishna Murthy and six Additional Directors illegally inducted on the Board of the Company by Mr. Ch. Krishna Murthy seeking a direction from the Honble Court to restrain the Respondents from claiming to be the Directors of the Company and also illegally representing the Company. The matter is pending before the Honble Court.
2.	OS 4715/2015	The Company has filed the said Suit against Teja Charities, Tirupati in which Mr. Ch. Krishna Murthy is interested, before the Honble Chief Judge, City Civil Court, Hyderabad seeking decree for a sum of Rs.1.00 crore being the loan given by the Company to Teja Charities along with interest. The Honble Court was pleased to issue decree in favour of the Company and the execution of the Decree is being pursued.
3.	WP/23442/2015	The Company filed the said WP against IFCI and Sri Venkateshwara Sugar Industries Private Limited before the Honble High Court of Judicature at Hyderabad, seeking direction to IFCI to release the original Title documents of the Company in terms of IFCIs letter of settlement of dues cleared by Sri Venkateshwara Sugar Industries Private Limited, as the Assignee of the said debt. The case is presently pending before the Honble Court
4.	AA No. 86/2013	Arbitration:
		The Sole Arbitrator appointed by the Honble High Court of Andhra Pradesh has passed final award in the Arbitration Matter in AA No. 86 of 2013 in which the Company was impleaded as a Party pursuant to the Order of the Honble Supreme Court.
		The Award was passed directing the Company to pay a sum of Rs.7.90 crores to Mr. Ch. Krishna Murthy, alleged to have been paid by him to the Company, along with interest @24% P.A. from 14.09.2011 till the date of the Award and thereafter, @18% P.A. from 30.07.2022 till the date of payment of the said sum (Principal + Interest) of the Award.
		However, the Company has initiated the process of Appeal against the Impugned Award under Section 34 of the Arbitration & Conciliation Act, 2013 before the City Civil Court, Hyderabad and the Honble Court was pleased to stay the enforcement of the said Award till the disposal of the Main Suit No. OS 821/2014 pending adjudication before the same Court.

Material changes and commitments affecting the financial position of the Company

There were no material changes and commitments affecting the financial position of the Company during the year. Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment ofWomen at Workplace in accordance with The Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended March 31, 2026, the Company has not received any Complaints pertaining to Sexual Harassment.

Policies

We seekto promote and followthe highest level of ethical standards in all our business transactions guided by ourvalue system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Whistleblower Policy (Policy on vigil mechanism)

The Company has adopted the whistleblower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct and ethics. There has been no change to the Whistleblower Policy adopted by the Company during fiscal 2022-23.

Policy for Determining Materiality for Disclosures

This policy applies to disclosures of material events affecting PSCL. This policy is in addition to the Companys corporate policy statement on investor relations, which deals with the dissemination of unpublished, price-sensitive information.

Policy on Document Retention

The policy deals with the retention and preservation of corporate records of the Company.

Human Resources

The company believes that the quality of its employees is the key to its success in the long run and is committed to provide necessary human resource development and training opportunity to equip them with skills, which would enable them to adapt contemporary technological advances.

Acknowledgement

The Directors take this opportunity to place on record their sincere thanks to the Banks and Financial Institutions, Insurance Companies, Central and State Government Departments and the shareholders for their support and cooperation extended to the Company from time to time. Directors are pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all levels.

	By Order of the Board of Directors
	for Prudential Suqar Corporation Limited
Place: Hyderabad
Date: 04.09.2026	Mahip Jain	Vinod Kumar Baid
	Director	Director
	DIN: 07130462	DIN: 00010142